Indenture between the Issuing Entity and the Indenture Trustee



 EXHIBIT 4.1 

ALLY MASTER OWNER TRUST 

Asset Backed Notes 
  

 
 INDENTURE

 Dated as of February 12, 2010 

 
  

WELLS FARGO BANK, NATIONAL ASSOCIATION 

Indenture Trustee 







 CROSS-REFERENCE TABLE 

 

									
	 TIA

Section
	  	 	  	 Indenture

Section

		  	        310	  	(a)(1)	  		  	6.11
		  		  	(a)(2)	  		  	6.11
		  		  	(a)(3)	  		  	6.10
		  		  	(a)(4)	  		  	6.14
		  		  	(b)	  		  	6.11
		  		  	(c)	  		  	N.A.
		  	311	  	(a)	  		  	6.12
		  		  	(b)	  		  	6.12
		  		  	(c)	  		  	N.A.
		  	312	  	(a)	  		  	7.1, 7.2
		  		  	(b)	  		  	7.2
		  		  	(c)	  		  	7.2
		  	313	  	(a)	  		  	7.4(a), 7.4(b)
		  		  	(b)(1)	  		  	7.4(a)
		  		  	(b)(2)	  		  	7.4(a)
		  		  	(c)	  		  	7.4(a)
		  		  	(d)	  		  	7.4(a)
		  	314	  	(a)	  		  	7.3(a), 3.9
		  		  	(b)	  		  	3.6
		  		  	(c)(1)	  		  	2.1, 2.9, 4.1, 12.1(a)
		  		  	(c)(2)	  		  	2.1, 2.9, 4.1, 12.1(a)
		  		  	(c)(3)	  		  	2.9, 4.1, 12.1(a)
		  		  	(d)	  		  	2.9, 12.1(b)
		  		  	(e)	  		  	12.1(a)
		  		  	(f)	  		  	12.1(a)
		  	315	  	(a)	  		  	6.1(b)
		  		  	(b)	  		  	6.5
		  		  	(c)	  		  	6.1(a)
		  		  	(d)	  		  	6.2, 6.1(c)
		  		  	(e)	  		  	5.13
		  	316	  	(a) last sentence	  		  	1.1
		  		  	(a)(1)(A)	  		  	5.11
		  		  	(a)(1)(B)	  		  	5.12
		  		  	(a)(2)	  		  	Omitted
		  	316	  	(b), (c)	  		  	5.7
		  	317	  	(a)(1)	  		  	5.3(b)
		  		  	(a)(2)	  		  	5.3(d)
		  		  	(b)	  		  	3.3
		  	318	  	(a)	  		  	12.7

 N.A. means Not Applicable. 

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







 TABLE OF CONTENTS 

 

					
	 	    	 	  	Page
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	  	2
	 SECTION 1.1
	    	Definitions	  	2
	 SECTION 1.2
	    	Incorporation by Reference of Trust Indenture Act	  	2
		
	ARTICLE II THE NOTES	  	3
	 SECTION 2.1
	    	Issuance of Notes; Execution, Authentication and Delivery	  	3
	 SECTION 2.2
	    	Form of Notes and Authentication Agent’s Certificate of Authentication	  	6
	 SECTION 2.3
	    	Temporary Notes	  	7
	 SECTION 2.4
	    	Registration; Registration of Transfer and Exchange of Notes	  	7
	 SECTION 2.5
	    	Mutilated, Destroyed, Lost or Stolen Notes	  	9
	 SECTION 2.6
	    	Persons Deemed Noteholders	  	10
	 SECTION 2.7
	    	Payment of Principal and Interest	  	10
	 SECTION 2.8
	    	Cancellation of Notes	  	11
	 SECTION 2.9
	    	Release of Collateral	  	11
	 SECTION 2.10
	    	Book-Entry Notes	  	11
	 SECTION 2.11
	    	Notices to Clearing Agency	  	12
	 SECTION 2.12
	    	Definitive Notes	  	12
	 SECTION 2.13
	    	Depositor as Noteholder	  	13
	 SECTION 2.14
	    	Tax Treatment	  	13
	 SECTION 2.15
	    	Special Terms Applicable to Subsequent Transfers of Certain Notes	  	14
	 SECTION 2.16
	    	CUSIP Numbers	  	14
	 SECTION 2.17
	    	Global Notes; Euro-Note Exchange Date	  	14
	 SECTION 2.18
	    	Meetings of Noteholders	  	15
	 SECTION 2.19
	    	Uncertificated Classes	  	15
		
	ARTICLE III COVENANTS	  	15
	 SECTION 3.1
	    	Payment of Principal and Interest	  	15
	 SECTION 3.2
	    	Maintenance of Agency Office	  	15
	 SECTION 3.3
	    	Money for Payments to Be Held in Trust	  	16
	 SECTION 3.4
	    	Existence	  	17
	 SECTION 3.5
	    	Protection of Trust Estate; Acknowledgment of Pledge	  	17
	 SECTION 3.6
	    	Opinions as to Trust Estate	  	18
	 SECTION 3.7
	    	Performance of Obligations; Servicing of Receivables	  	19
	 SECTION 3.8
	    	Negative Covenants	  	19
	 SECTION 3.9
	    	Annual Statement as to Compliance	  	20
	 SECTION 3.10
	    	Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Estate	  	21
	 SECTION 3.11
	    	Successor or Transferee	  	23
	 SECTION 3.12
	    	No Other Business	  	23

  

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	 SECTION 3.13
	    	No Borrowing	  	23
	 SECTION 3.14
	    	Guarantees, Loans, Advances and Other Liabilities	  	23
	 SECTION 3.15
	    	Servicer’s Obligations	  	23
	 SECTION 3.16
	    	Capital Expenditures	  	23
	 SECTION 3.17
	    	Removal of Administrator	  	24
	 SECTION 3.18
	    	Restricted Payments	  	24
	 SECTION 3.19
	    	Notice of Events of Default	  	24
	 SECTION 3.20
	    	Further Instruments and Acts	  	24
	 SECTION 3.21
	    	Trustee’s Assignment of Interests in Certain Receivables	  	24
	 SECTION 3.22
	    	Representations and Warranties by the Issuing Entity to the Indenture Trustee	  	25
		
	ARTICLE IV SATISFACTION AND DISCHARGE	  	25
	 SECTION 4.1
	    	Satisfaction and Discharge of Indenture	  	25
	 SECTION 4.2
	    	Application of Trust Money	  	26
	 SECTION 4.3
	    	Repayment of Monies Held by Paying Agent	  	27
	 SECTION 4.4
	    	Duration of Position of Indenture Trustee	  	27
		
	ARTICLE V DEFAULT AND REMEDIES	  	27
	 SECTION 5.1
	    	Events of Default	  	27
	 SECTION 5.2
	    	Acceleration of Maturity; Rescission and Annulment	  	27
	 SECTION 5.3
	    	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	  	27
	 SECTION 5.4
	    	Remedies; Priorities	  	30
	 SECTION 5.5
	    	Optional Preservation of Trust Estate	  	32
	 SECTION 5.6
	    	Limitation on Suits	  	32
	 SECTION 5.7
	    	Unconditional Rights of Noteholders to Receive Principal and Interest	  	33
	 SECTION 5.8
	    	Restoration of Rights and Remedies	  	33
	 SECTION 5.9
	    	Rights and Remedies Cumulative	  	33
	 SECTION 5.10
	    	Delay or Omission Not Waiver	  	33
	 SECTION 5.11
	    	Rights of Noteholders to Direct Indenture Trustee	  	34
	 SECTION 5.12
	    	Waiver of Past Defaults	  	34
	 SECTION 5.13
	    	Undertaking for Costs	  	35
	 SECTION 5.14
	    	Waiver of Stay or Extension Laws	  	35
	 SECTION 5.15
	    	Sale of the Trust Estate	  	36
	 SECTION 5.16
	    	Action on Notes	  	36
	 SECTION 5.17
	    	Performance and Enforcement of Certain Obligations	  	36
		
	ARTICLE VI THE INDENTURE TRUSTEE	  	37
	 SECTION 6.1
	    	Duties of Indenture Trustee	  	37
	 SECTION 6.2
	    	Rights of Indenture Trustee	  	38
	 SECTION 6.3
	    	Indenture Trustee May Own Notes	  	39
	 SECTION 6.4
	    	Indenture Trustee’s Disclaimer	  	40
	 SECTION 6.5
	    	Notice of Defaults	  	40
	 SECTION 6.6
	    	Reports by Indenture Trustee to Holders	  	40
	 SECTION 6.7
	    	Compensation; Indemnity	  	40

  

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	 SECTION 6.8
	    	Replacement of Indenture Trustee	  	41
	 SECTION 6.9
	    	Merger or Consolidation of Indenture Trustee	  	41
	 SECTION 6.10
	    	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	  	42
	 SECTION 6.11
	    	Eligibility; Disqualification	  	43
	 SECTION 6.12
	    	Preferential Collection of Claims Against Issuing Entity	  	43
	 SECTION 6.13
	    	Representations and Warranties of Indenture Trustee	  	43
	 SECTION 6.14
	    	Indenture Trustee May Enforce Claims Without Possession of Notes	  	44
	 SECTION 6.15
	    	Suit for Enforcement	  	44
	 SECTION 6.16
	    	Rights of Noteholders to Direct Indenture Trustee	  	45
	 SECTION 6.17
	    	Notice of Early Amortization Event, Events of Default or Servicing Default	  	45
	 SECTION 6.18
	    	Not Responsible for Recitals or Issuance of Notes	  	45
	 SECTION 6.19
	    	Money Held in Trust	  	45
		
	ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS	  	46
	 SECTION 7.1
	    	Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders	  	46
	 SECTION 7.2
	    	Preservation of Information, Communications to Noteholders	  	46
	 SECTION 7.3
	    	Reports by Issuing Entity	  	46
	 SECTION 7.4
	    	Reports by Indenture Trustee	  	47
	 SECTION 7.5
	    	Distributions and Reports to Noteholders	  	47
	 SECTION 7.6
	    	Notice by Publication	  	47
		
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES	  	47
	 SECTION 8.1
	    	Collection of Money	  	47
	 SECTION 8.2
	    	Rights of Noteholders	  	48
	 SECTION 8.3
	    	Establishment of Collection Account, Excess Funding Account and Cash Collateral Account; Certain Matters Relating to Designated Accounts	  	48
	 SECTION 8.4
	    	Allocations, Deposits and Collections	  	55
	 SECTION 8.5
	    	Interest Reallocation Groups; Excess Interest Sharing Groups; Principal Sharing Groups	  	57
	 SECTION 8.6
	    	Shared Enhancement Series	  	58
	 SECTION 8.7
	    	Release of Trust Estate	  	59
	 SECTION 8.8
	    	Opinion of Counsel	  	59
		
	ARTICLE IX SUPPLEMENTAL INDENTURES	  	59
	 SECTION 9.1
	    	Supplemental Indentures Without Consent of Noteholders	  	59
	 SECTION 9.2
	    	Supplemental Indentures With Consent of Noteholders	  	61
	 SECTION 9.3
	    	Execution of Supplemental Indentures	  	63
	 SECTION 9.4
	    	Effect of Supplemental Indenture	  	63
	 SECTION 9.5
	    	Conformity with Trust Indenture Act	  	63
	 SECTION 9.6
	    	Reference in Notes to Supplemental Indentures	  	63

  

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	ARTICLE X REDEMPTION OF NOTES	  	63
	 SECTION 10.1
	    	Redemption	  	63
	 SECTION 10.2
	    	Form of Redemption Notice	  	64
	 SECTION 10.3
	    	Notes Payable on Redemption Date	  	64
		
	ARTICLE XI TERMINATION	  	64
	 SECTION 11.1
	    	Termination of Indenture	  	64
	 SECTION 11.2
	    	Final Distribution	  	65
	 SECTION 11.3
	    	Depositor’s Termination Rights	  	66
	 SECTION 11.4
	    	Defeasance	  	66
		
	ARTICLE XII MISCELLANEOUS	  	67
	 SECTION 12.1
	    	Compliance Certificates and Opinions, etc.	  	67
	 SECTION 12.2
	    	Form of Documents Delivered to Indenture Trustee	  	69
	 SECTION 12.3
	    	Acts of Noteholders	  	70
	 SECTION 12.4
	    	Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies	  	70
	 SECTION 12.5
	    	Notices to Noteholders; Waiver	  	71
	 SECTION 12.6
	    	Alternate Payment and Notice Provisions	  	71
	 SECTION 12.7
	    	Conflict with Trust Indenture Act	  	72
	 SECTION 12.8
	    	Effect of Headings and Table of Contents	  	72
	 SECTION 12.9
	    	Successors and Assigns	  	72
	 SECTION 12.10
	    	Severability	  	72
	 SECTION 12.11
	    	Benefits of Indenture	  	72
	 SECTION 12.12
	    	Legal Holidays	  	72
	 SECTION 12.13
	    	GOVERNING LAW	  	72
	 SECTION 12.14
	    	Counterparts	  	73
	 SECTION 12.15
	    	Recording of Indenture	  	73
	 SECTION 12.16
	    	No Recourse	  	73
	 SECTION 12.17
	    	No Petition	  	74
	 SECTION 12.18
	    	Inspection	  	74
	 SECTION 12.19
	    	Indemnification of and Reimbursement of the Depositor and the Servicer	  	75
	 SECTION 12.20
	    	Successor Servicer	  	75
		
	ARTICLE XIII COMPLIANCE WITH REGULATION AB	  	75
	 SECTION 13.1
	    	Intent of the Parties; Reasonableness	  	75
	 SECTION 13.2
	    	Reporting Requirements	  	75
	 SECTION 13.3
	    	Additional Representations and Warranties of the Indenture Trustee	  	76
	 SECTION 13.4
	    	Information to be Provided by the Indenture Trustee	  	77

 EXHIBIT A Form of Transfer Certificate

 APPENDIX A Additional Representations and Warranties 
  


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 INDENTURE, dated as of February 12, 2010, between ALLY MASTER OWNER TRUST, a Delaware
statutory trust (the “Issuing Entity” or the “Trust”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity (the “Indenture
Trustee”). 
 Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of
the Holders of the Notes and any Series Enhancers: 
 GRANTING CLAUSE 

The Issuing Entity hereby grants to the Indenture Trustee, as trustee for the benefit of the Noteholders and any Secured Series
Enhancers, all of the Issuing Entity’s right, title and interest (whether now owned or hereafter acquired) in, to and under the following (collectively, the “Master Collateral”): 

(i) the Receivables transferred to the Issuing Entity pursuant to the Trust Sale and Servicing Agreement, including all Collateral
Security with respect thereto and all monies, instruments, investment property and other property distributed or distributable in respect of such Receivables (together with all interest, proceeds, Recoveries, earnings, income, revenue, dividends and
other distributions thereof); 
 (ii) all Eligible Investments and all monies, instruments, securities, security entitlements,
documents, certificates of deposit and other property from time to time on deposit in or credited to the Collection Account, the Series Accounts, the Cash Collateral Account and the Excess Funding Account and in all interest, proceeds, Recoveries,
earnings, income, revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount); 

(iii) all rights, remedies, powers, privileges and claims of the Issuing Entity under or with respect to the Trust Sale and Servicing
Agreement and the Pooling and Servicing Agreement (whether arising pursuant to the terms of such agreements or otherwise available to the Issuing Entity at law or in equity), including the rights of the Issuing Entity to enforce the Trust Sale and
Servicing Agreement and the Pooling and Servicing Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Trust Sale and Servicing Agreement and the Pooling
and Servicing Agreement; and 
 (iv) all present and future claims, demands, causes of action and choses in action regarding any
of the foregoing and all payments on any of the foregoing and all proceeds of any nature whatsoever regarding any of the foregoing, including all proceeds of the voluntary or involuntary conversion thereof into cash or other liquid property and all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any kind and other forms of obligations and receivables, instruments and
other property that at any time constitute any part of or are included in the proceeds of any of the foregoing. 







 The foregoing grants are made in trust to secure (a) the Issuing Entity’s
obligations under the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Notes, except to the extent expressly provided in the Notes, this Indenture or the related Indenture Supplements, (b) the
Issuing Entity’s obligations under any Series Enhancement Agreements entered into with any Secured Series Enhancers, but only to the extent expressly provided in such Series Enhancement Agreements, this Indenture or the related Indenture
Supplements, (c) the payment of all other sums payable under the Notes, this Indenture and the related Indenture Supplements, and (d) the compliance with the terms and conditions of the Notes, this Indenture, the related Indenture
Supplements and any Series Enhancement Agreements entered into with any Series Enhancers. 
 The Indenture Trustee, as indenture
trustee on behalf of the Noteholders and any Secured Series Enhancers, hereby acknowledges the foregoing grants, accepts the trusts under this Indenture in accordance with the provisions of this Indenture, and agrees to perform the duties herein
required to the end that the interests of the Noteholders and any Secured Series Enhancers may be adequately protected. 
 As
provided in any Indenture Supplement, the Issuing Entity may grant to the Indenture Trustee, for the benefit of the Holders of the related Series or any related Series Enhancers, other collateral in addition to the Master Collateral (such other
collateral, the “Series Collateral” and, collectively with the Master Collateral, the “Collateral”). Any grants of Series Collateral pursuant to an Indenture Supplement, unless otherwise provided in such Indenture Supplement,
shall be made for the exclusive benefit of the Holders of the related Series (and any other Persons specified therein) and shall not secure in any manner the Issuing Entity’s obligations under any other Series of Notes or any other Person.

 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.1 Definitions. Certain capitalized terms used in this Indenture shall have the respective meanings assigned to them in
Part I of Appendix A to the Trust Sale and Servicing Agreement, dated as of the date hereof (as amended from time to time, the “Trust Sale and Servicing Agreement”), among Ally Bank, GMAC, Inc., Ally
Wholesale Enterprises LLC, and Ally Master Owner Trust. All references herein to “this Indenture” are to this Indenture as it may be amended, supplemented or modified from time to time, and all references herein to Articles, Sections,
subsections, paragraphs and exhibits are to Articles, Sections, subsections, paragraphs and exhibits of this Indenture unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate,
notice, Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Indenture. 

SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 

“Commission” means the Securities and Exchange Commission. 

 

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 “indenture securities” means the Notes. 

“indenture trustee” means the Indenture Trustee. 

“obligor” on the indenture securities means the Issuing Entity and any other obligor on the indenture securities. 

All other TIA terms used in this Indenture that are defined by the TIA, defined by reference to another statute or defined by a
Commission rule have the respective meanings assigned to them by such definitions. 
 ARTICLE II 

THE NOTES 

SECTION 2.1 Issuance of Notes; Execution, Authentication and Delivery. 

(a) Notes may be issued by the Issuing Entity upon execution of this Indenture and from time to time thereafter, in each case, in
accordance with the terms and conditions authorized by or pursuant to an Indenture Supplement. The Notes may be issued in one or more series, and new series of Notes may be issued after the date hereof. The aggregate principal amount of the Notes of
all series that may be authenticated and delivered and outstanding under this Indenture is not limited. Any Series or Class may be issued in bearer form (the “Bearer Notes”) with attached interest coupons and a special coupon
(collectively, the “Coupons”) if such Series or Class is not a “registration-required obligation” within the meaning of Section 163(f) of the Code, or in fully registered form (the “Registered
Notes”). 
 (b) The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity,
notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. 

(c) Prior to or concurrently with the delivery of any Note to the Indenture Trustee for authentication, the Depositor shall execute and
deliver to the Indenture Trustee, or cause to be executed and delivered to the Indenture Trustee, an Indenture Supplement and an Opinion of Counsel. 
  

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 (i) The Indenture Supplement shall set forth with respect to any Series to
the extent applicable: (a) the name or designation; (b) the initial principal amount (or method for calculating such amount) and the Invested Amount; (c) if such Class or Series of Notes is a Variable Funding Series, the maximum
principal amount of such Variable Funding Series; (d) the Note Interest Rate for each Class of Notes of such Series (or method for the determination thereof); (e) the payment date or dates and the date or dates from which interest will
accrue; (f) the Distribution Date; (g) the method for allocating Collections to Noteholders; (h) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (i) the Servicing Fee;
(j) the issuer and terms of any form of Series Enhancements with respect thereto; (k) the terms on which the Notes of such Series may be exchanged for Notes of another Series, repurchased by the Depositor or remarketed to other investors;
(l) the Legal Maturity Date; (m) the number of Classes of Notes of such Series and, if more than one Class, the rights and priorities of each such Class; (n) the extent to which the Notes of such Series will be issuable in temporary
or permanent global form (and, in such case, the depository for such global note or notes, the terms and conditions, if any, upon which such global note may be exchanged, in whole or in part, for Definitive Notes, and the manner in which any
interest payable on a temporary or global note will be paid); (o) whether the Notes of such Series may be issued in bearer form and any limitations imposed thereon; (p) the priority of such Series with respect to any other Series;
(q) whether such Series will be an Interest Reallocation Series and, if so, its Interest Reallocation Group designation; (r) whether such Series will be a Principal Sharing Series and, if so, its Principal Sharing Group designation;
(s) whether such Series will be an Excess Interest Sharing Series, and, if so, its Excess Interest Sharing Group designation; (t) whether such Series or subseries within such Series will be part of a Shared Enhancement Series and, if so,
its Shared Enhancement Series designation; (u) the obligations or rights, if any, of the Issuing Entity to redeem or purchase Notes of such Series or other redemption provisions and the prices at which, and the terms and conditions upon which,
Notes of such Series shall be redeemed or purchased; and (v) any other terms of such Series (the “Principal Terms”). 

The terms of each series of Notes as provided for in an Indenture Supplement are part of the terms of this Indenture. 

(ii) The Opinion of Counsel shall provide, in addition to all other requirements of such opinion: 

(A) that the form and terms of such Notes have been established by or pursuant to an Indenture Supplement in conformity
with the terms of this Indenture; 
 (B) that Notes in such form, when completed by appropriate insertions and
executed and delivered by the Issuing Entity to the Authentication Agent for authentication in accordance with this Indenture, authenticated and delivered by the Authentication Agent in accordance with this Indenture and sold in the manner specified
in such Opinion of Counsel, will be valid and legally binding obligations of the Issuing Entity; 
 (C) that no
approval, authorization, consent or order of any court or governmental agency or body which has not already been obtained or given is required in connection with the valid and proper authorization, issuance and sale of such series of Notes pursuant
to this Indenture subject to certain exceptions, including but not limited to, state securities and Blue Sky laws and routine renewals of existing licenses and payments; and 

(D) for such other matters as the Authentication Agent may reasonably request. 

 

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 (d) The terms of such Indenture Supplement may modify or amend the terms of this Indenture
solely as applied to such new Series, and such an Indenture Supplement shall not need to comply with the requirements of Section 9.1 if it complies with this Section 2.1. The obligation of the Indenture Trustee to
authenticate and deliver the Notes of any new Series (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and to execute and deliver the related Indenture Supplement will be subject to the satisfaction of
the following conditions: 
 (i) on or before the second Business Day immediately preceding the Closing Date for
such Series, the Depositor has given the Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency notice (unless such notice requirement is otherwise waived) of such issuance and such Closing Date; 

(ii) the Depositor has delivered to the Indenture Trustee the related Indenture Supplement, in form satisfactory to the
Indenture Trustee, executed by each party hereto (other than the Indenture Trustee); 
 (iii) the Depositor has
delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto (other than the Indenture Trustee); 

(iv) the Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated such Closing Date, to the
effect that the Depositor reasonably believes that such issuance shall not, based on the facts known to such officer at the time of such certification, have an Adverse Effect with respect to any outstanding Series; 

(v) with respect to any Nonoverconcentration Series, the Adjusted Nonoverconcentration Pool Balance exceeds the Required
Nonoverconcentration Pool Balance after giving effect to such issuance; 
 (vi) with respect to any
Overconcentration Series, the Adjusted Overconcentration Pool Balance exceeds the Required Overconcentration Pool Balance after giving effect to such issuance; and 

(vii) the Depositor has received written confirmation from Standard & Poor’s that such issuance shall not
result in a downgrade, suspension or withdrawal of the then current ratings with respect to any outstanding Series rated by Standard & Poor’s. 

(e) Upon satisfaction of the conditions specified above, the Indenture Trustee shall execute such agreements and then the Indenture
Trustee or, if provided in an Indenture Supplement, with respect to a series of Notes, an authentication agent for such series of Notes acting on behalf of the Indenture Trustee (the Indenture Trustee or other person authenticating such Notes, the
“Authentication Agent”) shall thereupon authenticate and deliver the related Notes to or upon the written order of the Issuing Entity, signed by any Authorized Officer. 

 

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 SECTION 2.2 Form of Notes and Authentication Agent’s Certificate of
Authentication. 
 (a) The Notes shall be in the forms provided from time to time by or pursuant to an Indenture Supplement
in accordance with the terms of this Indenture and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Issuing Entity may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Notes may be
listed or to conform to usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Definitive Notes shall be typewritten, printed, lithographed or engraved
or produced by any combination of these methods (with or without steel engraved borders), all as determined by the Authorized Officer executing such Notes, as evidenced by such officer’s execution of such Notes. 

(b) The Authentication Agent certificate of authentication shall be substantially in the applicable following form: 

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes designated above and referred to in the within-mentioned Indenture. 

 

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

	Name:	 	
	Title:	 	
		
	Dated:	 	  

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

	Name:	 	
	Title:	 	
		
	Dated:	 	  




(c) Each Note shall be dated the date of its authentication. Unless otherwise provided in the related Indenture Supplement, each Note
shall be issuable as a registered Note in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. 
  

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 SECTION 2.3 Temporary Notes. 

(a) Pending the preparation of Definitive Notes, if any, to be issued in exchange for Book-Entry Notes, the Issuing Entity may execute,
and upon receipt of an Issuing Entity Order the Authentication Agent shall authenticate and deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu
of which they are issued and with such variations as are consistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. 

(b) If Temporary Notes are issued, the Issuing Entity shall cause Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the Temporary Notes shall be exchangeable for Definitive Notes upon surrender of the Temporary Notes at the Agency Office of the Issuing Entity or a Paying Agent, if so specified in the applicable Indenture
Supplement, to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more Temporary Notes, the Issuing Entity shall execute and the Indenture Trustee shall authenticate
and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive
Notes. 
 SECTION 2.4 Registration; Registration of Transfer and Exchange of Notes. 

(a) The Issuing Entity shall cause to be kept a Note Register, for each series of Notes, in which, subject to such reasonable regulations
as the Issuing Entity may prescribe, the Issuing Entity shall provide for the registration of the Notes and the registration of transfers and exchanges of the Notes. The Indenture Trustee shall initially be the Note Registrar for the purpose of
registering the Notes and transfers of the Notes as herein provided, unless with respect to a specific series of Notes, the Indenture Supplement applicable to such series of Notes provides otherwise. Upon any resignation of any Note Registrar, the
Issuing Entity shall promptly appoint a successor Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note Registrar. 

(b) If a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity shall give the
Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable
times and to obtain copies thereof. The Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal
amounts and number of such Notes. 
 (c) Upon surrender for registration of transfer of any Note at the Corporate Trust Office
of the Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, the Authentication Agent shall
authenticate and the Noteholder shall obtain from the Authentication Agent, in the name of the designated transferee or transferees, one or more new Notes of the same Series in any authorized denominations of a like aggregate principal amount.

  

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 (d) At the option of the Noteholder, Notes may be exchanged for other Notes of the same
Series in any authorized denominations, of a like aggregate principal amount, upon surrender of such Notes to be exchanged at the Corporate Trust Office of the Authentication Agent or the Agency Office of the Issuing Entity (and following the
delivery, in the former case, of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, and the Authentication Agent shall upon receipt of a written order, authenticate and the Noteholder shall obtain from the
Indenture Trustee, such Notes which the Noteholder making the exchange is entitled to receive. 
 (e) All Notes issued upon any
registration of transfer or exchange of other Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer
or exchange. 
 (f) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or
be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by
a commercial bank or trust company located, or having a correspondent located, in the City of New York or the place or places specified in the applicable Indenture Supplement or the city in which the Corporate Trust Office of the Indenture Trustee
is located, or having a correspondent in another place or places which is specified in the applicable Indenture Supplement; and such other documents as the Indenture Trustee may require. 

(g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity or
Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to
Sections 2.3 or 9.6 not involving any transfer. 
 (h) The preceding provisions of this
Section 2.4 notwithstanding, the Issuing Entity shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, (i) of Notes that have been selected for redemption pursuant to
Article X, if applicable; (ii) of Notes that are due for repayment within 15 days of submission to the Corporate Trust Office or the Agency Office; or (iii) if Section 2.15 has not been complied with in connection
with such transfer. 
 (i) Unless otherwise specified in the applicable Indenture Supplement, by acquiring a Note, each
purchaser and transferee will be deemed to represent and warrant that either (a) it is not acquiring the Note with the plan assets of a Benefit Plan or any other plan that is subject to any law that is substantially similar to Title I of ERISA
or Section 4975 of the Code; or (b) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code or a non-exempt violation of any
substantially similar applicable law. 
  

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 (j) Any Notes held by the Depositor at any time after the date of its original issuance may
be transferred or exchanged only upon the delivery to the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. 

SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. 

(a) If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuing Entity and the Indenture Trustee harmless, then, in the
absence of notice to the Issuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuing Entity shall execute and upon the Issuing Entity’s written request the Indenture Trustee
shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of a like series and aggregate principal amount; provided, however, that if any such destroyed, lost
or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuing Entity or Paying Agent, as applicable, may make
payment to the Holder of such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof. 

(b) If, after the delivery of a replacement Note or payment in respect of a destroyed, lost or stolen Note pursuant to subsection (a), a
bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment)
from (i) any Person to whom it was delivered, (ii) the Person taking such replacement Note from the Person to whom such replacement Note was delivered or (iii) any assignee of such Person, except a bona fide purchaser, and the Issuing
Entity and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuing Entity or the Indenture Trustee in connection therewith.

 (c) In connection with the issuance of any replacement Note under this Section 2.5, the Issuing Entity may
require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the Indenture Trustee)
connected therewith. 
 (d) Any duplicate Note issued pursuant to this Section 2.5 in replacement for any mutilated,
destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be found at any time or be enforced by any Person, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 
  

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 (e) The provisions of this Section 2.5 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 

SECTION 2.6 Persons Deemed Noteholders. Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the
Indenture Trustee, the Paying Agent and any other agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the Noteholder for the purpose of receiving payments
of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee, the Paying Agent nor any other agent of the Issuing Entity or the Indenture
Trustee shall be affected by notice to the contrary. 
 SECTION 2.7 Payment of Principal and Interest. 

(a) Interest on each series of Notes shall accrue and be payable as provided in this Section 2.7(a) and the applicable
Indenture Supplement. Unless otherwise provided in the applicable Indenture Supplement, any instalment of interest payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity or Paying
Agent, on behalf of the Issuing Entity if so directed by the applicable Indenture Supplement into the applicable Note Distribution Account on or before the applicable Distribution Date and shall be paid to the Person in whose name such Note (or one
or more Predecessor Notes) is registered on the applicable Record Date, by wire transfer in immediately available funds to the account designated by such Holder. 

(b) The principal of each series of Notes shall be payable as provided in the applicable Indenture Supplement. Unless otherwise provided
in the applicable Indenture Supplement, all principal payments on each series of Notes shall be made pro rata to the Noteholders of such series entitled thereto. Unless otherwise provided in the applicable Indenture Supplement, any installment of
principal payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity or Paying Agent on behalf of the Issuing Entity if so directed by the applicable Indenture Supplement into the
applicable Note Distribution Account on or before the applicable Distribution Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by wire transfer in
immediately available funds to the account designated by such Holder, except for the final installment of principal on any such Note and the Redemption Price for any Notes, if so called, which, in each case, shall be payable as provided herein. The
funds represented by any such checks in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3. 

(c) With respect to any Distribution Date on which the final installment of principal and interest on a series of Notes is to be paid,
the Indenture Trustee shall notify each Noteholder of such series of Notes as of the Record Date for such Distribution Date of the fact that the final installment of principal of and interest on such Note is to be paid on such Distribution Date.
With respect to Book-Entry Notes for which Definitive Notes have not been issued, such notice shall be sent on the Business Day prior to such Distribution Date by facsimile or email, and with respect to Definitive Notes, such notice shall be sent
not later than three Business Days after such Record Date in accordance with Section 12.5(a), and, in each case, shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall
specify the place or places where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2. 

 

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 SECTION 2.8 Cancellation of Notes. All Notes surrendered for payment, redemption,
exchange or registration of transfer shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. Each of the Depositor and the Issuing Entity
may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which it may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture
Trustee. Upon such cancellation, the calculation of interest (and other calculations under the Basic Documents) shall take into effect such cancellation and such Notes shall no longer be outstanding for any purpose. No Notes shall be authenticated
in lieu of or in exchange for any Notes canceled as provided in this Section 2.8, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be returned to it; provided, however, that such Issuing Entity Order is timely and the Notes have not
been previously disposed of by the Indenture Trustee. The Indenture Trustee shall certify to the Issuing Entity that surrendered Notes have been duly canceled and retained or destroyed, as the case may be. 

SECTION 2.9 Release of Collateral. The Indenture Trustee shall not release property from the lien of this Indenture, other than as
permitted by Sections 3.21, 8.7 and 12.1, and then only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (to the extent required by the TIA) Independent Certificates
in accordance with TIA §§ 314(c) and 314(d)(1). 
 SECTION 2.10 Book-Entry Notes. Unless otherwise
provided in the applicable Indenture Supplement, each series of Notes, upon original issuance, shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by or on behalf of the Issuing Entity and such Note or Notes shall be registered on the Note Register in the name of the Note Depository (initially, Cede & Co.). No Note Owner shall receive a Definitive Note representing
such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until Definitive Notes with respect to such Notes have been issued to such Note Owners pursuant to Section 2.12, with respect to
such Notes: 
 (a) the provisions of this Section 2.10 shall be in full force and effect; 

(b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture
(including the payment of principal of and interest on such Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes and shall have no obligation to the Note Owners; 

 

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 (c) to the extent that the provisions of this Section 2.10 conflict with any
other provisions of this Indenture, the provisions of this Section 2.10 shall control; 
 (d) the rights of the Note
Owners shall be exercised only through the Clearing Agency and shall be limited to those rights established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and unless and until
Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit payments of principal of and interest on such Notes to
such Clearing Agency Participants, pursuant to the Note Depository Agreement; and 
 (e) whenever this Indenture requires or
permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that
it has (i) received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and (ii) delivered such
instructions to the Indenture Trustee. 
 SECTION 2.11 Notices to Clearing Agency. With respect to any Notes issued as
Book-Entry Notes, whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes representing such Notes shall have been issued to the related Note Owners pursuant to
Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be given to the related Noteholders to the Clearing Agency and shall have no other obligation to such Note Owners. 

SECTION 2.12 Definitive Notes. If for any Notes issued as Book-Entry Notes (i) the Administrator advises the Indenture
Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to such Notes and the Issuing Entity is unable to locate a qualified successor; (ii) the Administrator, at its
option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) after the occurrence of an Event of Default or a Servicing Default, Note Owners representing beneficial
interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners,
then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the
typewritten Note or Notes representing such Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuing Entity shall execute and the Authentication Agent shall authenticate the related Definitive Notes in
accordance with the instructions of the Clearing Agency within 60 days of the occurrence of the relevant event. None of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Notes, the Indenture Trustee shall recognize the Holders of such Definitive Notes as Noteholders. The terms and conditions of
the affected series of Notes, the Indenture, the related Indenture Supplement and any related paying agent agreement or related document shall be amended in such manner as the Indenture Trustee reasonably requires to take account of the issue of
such Definitive Notes. The manner of the issuance of such Definitive Notes, for the series may be subject to such additional or different provisions as are specified in the related Indenture Supplement. 

 

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 SECTION 2.13 Depositor as Noteholder. The Depositor in its individual or any other
capacity may become the owner or pledgee of Notes of any series and may otherwise deal with the Issuing Entity or its affiliates with the same rights it would have if it were not the Depositor. 

SECTION 2.14 Tax Treatment. 

(a) The Issuing Entity and the Indenture Trustee, by entering into this Indenture, and the Noteholders and the Note Owners, by acquiring
any Note or interest therein, except as otherwise specified in the applicable Indenture Supplement, (i) express their intention that the Notes qualify under applicable tax law as indebtedness secured by the Collateral and (ii) unless
otherwise required by appropriate taxing authorities or otherwise specified in an Indenture Supplement, agree to treat the Notes as indebtedness secured by the Collateral for the purpose of federal income, state and local income and franchise taxes
and any other taxes imposed upon, measured by or based upon gross or net income. 
 (b) If the Issuing Entity is required to
file tax returns, the Servicer shall prepare or cause to be prepared such tax returns and shall provide such tax returns to the Administrator for signature at least five days before such tax returns are due to be filed. The Servicer, in accordance
with the applicable terms of each Indenture Supplement, if any, shall also prepare or cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Indenture Trustee at least five
days prior to the date it is required by law to be distributed to Noteholders. The Indenture Trustee, upon request, shall furnish the Servicer with all such information known to the Indenture Trustee as may be reasonably required in connection with
the preparation of all tax returns of the Issuing Entity. In no event shall the Indenture Trustee be liable for any liabilities, costs or expenses of the Issuing Entity or any Noteholder arising under any tax law, including United States federal,
state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith). 

 

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 SECTION 2.15 Special Terms Applicable to Subsequent Transfers of Certain Notes.

 (a) Certain Series or Classes of Notes may not be registered under the Securities Act or the securities laws of any other
jurisdiction. Consequently, such Notes (the “Unregistered Notes”) are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions
specified herein or in the related Indenture Supplement. Unless otherwise provided in the related Indenture Supplement, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person
unless either (i) such sale, pledge or other transfer is made to a “qualified institutional buyer” (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an “accredited investor”
(as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Depositor or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form
attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Depositor, (ii) such sale, pledge or other transfer occurs outside of the United States to a non-United States
Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture
Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance
satisfactory to the Indenture Trustee and the Depositor, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Issuing Entity, the Depositor, the Seller, the Servicer or the Indenture
Trustee) satisfactory to the Depositor and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Neither the Depositor nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the
Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. 

(b) Unless otherwise provided in the related Indenture Supplement, Unregistered Notes shall be issued in the form of Definitive Notes,
shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. 

(c) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) above. 

SECTION 2.16 CUSIP Numbers. The Issuing Entity in issuing the Notes may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption, if any, as a convenience to Holders; provided that such notice may state that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other indemnification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Issuing Entity will promptly notify the Indenture Trustee of any change in the “CUSIP” numbers. 

SECTION 2.17 Global Notes; Euro-Note Exchange Date. 

If specified in the related Indenture Supplement for any Series, Notes may be initially issued in the form of a single temporary Global
Note (the “Global Note”) in the denomination of the Initial Invested Amount or a portion thereof and substantially in the form attached to the related Indenture Supplement. Unless otherwise specified in the related Indenture
Supplement, the provisions of this Section shall apply to such Global Note. The Global Note will be authenticated by the Indenture Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Notes.
The Global Note may be exchanged in the manner described in the related Indenture Supplement. 
  

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 SECTION 2.18 Meetings of Noteholders. 

To the extent provided by the Indenture Supplement for any Series issued in whole or in part in Bearer Notes, the Servicer or the
Indenture Trustee may at any time call a meeting of the Noteholders of such Series, to be held at such time and at such place as the Servicer or the Indenture Trustee, as the case may be, determines, for the purpose of approving a modification of or
amendment to, or obtaining a waiver of, any covenant or condition set forth in this Indenture with respect to such Series or in the Notes of such Series, subject to Article X. 

SECTION 2.19 Uncertificated Classes. 

Notwithstanding anything to the contrary contained in this Article II or in Article XI, unless otherwise specified in any Indenture
Supplement, any provisions contained in this Article II and in Article XI relating to the registration, form, execution, authentication, delivery, presentation, cancellation and surrender of Notes are not applicable to any uncertificated Notes;
provided, however, that, except as otherwise expressly provided in the related Indenture Supplement, any such uncertificated Notes will be issued in “registered form” within the meaning of Section 163(f)(1) of the Code.

 ARTICLE III 

COVENANTS 

SECTION 3.1 Payment of Principal and Interest. The Issuing Entity shall duly and punctually pay the principal of and interest on
the Notes in accordance with the terms of the Notes and this Indenture. On each date on which any payments are to be made, the Issuing Entity or the Paying Agent, as applicable, shall cause amounts on deposit in the applicable Note Distribution
Account to be paid to the Noteholders in accordance with the terms of the Notes and this Indenture, less amounts properly withheld under the Code or the laws of any applicable foreign jurisdiction by any Person from a payment to any Noteholder of
interest and/or principal. Any amounts so withheld shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture. 

SECTION 3.2 Maintenance of Agency Office. As long as any of the Notes remains outstanding, unless otherwise specified in the
Indenture Supplement, the Issuing Entity shall maintain in Minneapolis, Minnesota, an office (the “Agency Office”), being an office or agency where Notes may be surrendered to the Issuing Entity for registration of transfer or
exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served. Unless another person shall otherwise be appointed in the Indenture Supplement, the Issuing Entity hereby initially
appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any
time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the
Indenture Trustee, and the Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. 
  

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 SECTION 3.3 Money for Payments to Be Held in Trust. 

(a) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the applicable Note
Distribution Account pursuant to the applicable Indenture Supplement shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the applicable Note Distribution Account shall
be paid over to the Issuing Entity except as provided in this Section 3.3. 
 (b) On or before each date on which
payments are to be made or the Redemption Date (if applicable), the Issuing Entity shall deposit or cause to be deposited in the applicable Note Distribution Account aggregate sums sufficient to pay the amounts then becoming due with respect to the
Notes, such sums to be held in trust for the benefit of the Persons entitled thereto. 
 (c) The Issuing Entity shall cause each
Paying Agent, other than the Indenture Trustee, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees),
subject to the provisions of this Section 3.3, that such Paying Agent shall: 
 (i) hold all sums
held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons
as herein provided; 
 (ii) give the Indenture Trustee notice of any default by the Issuing Entity (or any other
obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; 

(iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith
pay to the Indenture Trustee all sums so held in trust by such Paying Agent; 
 (iv) immediately resign as a
Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and 

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of
any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. 

(d) The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, by Issuing Entity Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such
Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

 

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 (e) Subject to applicable laws with respect to escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid by the
Indenture Trustee to the Issuing Entity; or, if so directed by the Administrator, to or at the order of the Depositor; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuing Entity for payment
thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the
Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then
remaining shall be paid to the Issuing Entity. The Indenture Trustee may also adopt and employ, at the expense of the Issuing Entity, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such
repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent,
at the last address of record for each such Holder). 
 SECTION 3.4 Existence. The Issuing Entity shall keep in full
effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuing Entity hereunder is or becomes, organized under the laws of any other State or of the
United States of America, in which case the Issuing Entity shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be most effective to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate. 

SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge. 

The Issuing Entity shall from time to time execute and deliver all such supplements and amendments hereto and all such financing
statements, amendments thereto, continuation statements, assignments, certificates, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: 

(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more
effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within sixty days after the occurrence of any of the following: (A) any change in the Issuing Entity’s true legal name
or any of its trade names, (B) any change in the location of the Issuing Entity’s principal place of business, (C) any merger or consolidation or other change in the Issuing Entity’s identity, organizational structure or
jurisdiction of organization or in which the Issuing Entity is located for purposes of the UCC and (D) any other change or occurrence that would make any financing statement or amendment seriously misleading within the meaning of the UCC;

  

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 (ii) perfect, publish notice of or protect the validity of any grant of a
security interest made or to be made by this Indenture; 
 (iii) enforce the rights of the Indenture Trustee and
the Noteholders in any of the Collateral; or 
 (iv) preserve and defend title to the Trust Estate and the rights
of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all Persons and parties, and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement,
continuation statement or other instrument required pursuant to this Section 3.5. 
 SECTION 3.6 Opinions as to
Trust Estate. 
 (a) On the Initial Closing Date, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of
such counsel, no such action is necessary to make such lien and security interest effective. 
 (b) On or before March 15
in each calendar year, beginning March 15, 2011, (or, if the Issuing Entity is not required to file periodic reports under the Exchange Act or any other similar law, on or before April 30 of each calendar year, beginning April 30,
2011), the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created
by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe
the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion
of such counsel, be required to maintain the lien and security interest of this Indenture until March 15 in the following calendar year. 
  

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 SECTION 3.7 Performance of Obligations; Servicing of Receivables. 

(a) The Issuing Entity shall not take any action and shall use its reasonable efforts not to permit any action to be taken by others that
would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this Indenture, the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Administration Agreement or
such other instrument or agreement. 
 (b) The Issuing Entity may contract with other Persons to assist it in performing its
duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee herein or in the Basic Documents or an Officer’s Certificate of the Issuing Entity shall be deemed to be action taken by the Issuing
Entity. Initially, the Issuing Entity has contracted with the Servicer and the Administrator to assist the Issuing Entity in performing its duties under this Indenture. 

(c) The Issuing Entity shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic
Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the terms of this Indenture,
the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. 

(d) If the Issuing Entity shall have knowledge of the occurrence of a Servicing Default under the Trust Sale and Servicing Agreement, the
Issuing Entity shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the response or action, if any, the Issuing Entity has taken or is taking with respect of such default. If a Servicing
Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement with respect to the Receivables in the Accounts in the Pool of
Accounts, the Issuing Entity and the Indenture Trustee shall take all reasonable steps available to them pursuant to the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement to remedy such failure. 

SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding, the Issuing Entity shall not: 

(a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, except the Issuing Entity
may: (i) collect, liquidate, sell or otherwise dispose of the Trust’s interest in Receivables (including Warranty Receivables, Administrative Receivables and Defaulted Receivables), (ii) make cash payments out of the Designated
Accounts and the Certificate Distribution Account and (iii) take other actions, in each case as contemplated by the Basic Documents; 
  

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 (b) claim any credit on, or make any deduction from the principal or interest payable in
respect of the Notes (other than amounts properly withheld from such payments (including, but not limited to, withholding tax) under the Code or applicable foreign or state law) or assert any claim against any present or former Noteholder by reason
of the payment of the taxes levied or assessed upon any part of the Trust Estate; 
 (c) voluntarily commence any insolvency,
readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in any Issuing Entity
Insolvency Event of Default; or 
 (d) either (i) permit the validity or effectiveness of this Indenture to be impaired, or
permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly
permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Receivables or the
related Vehicle Collateral Security or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law or as otherwise contemplated by the Basic Documents)
or (iii) permit the lien of this Indenture not to constitute a valid first priority security interest in the Receivables or the related Vehicle Collateral Security (other than with respect to any such tax, mechanics’ or other lien or as
otherwise contemplated by the Basic Documents). 
 SECTION 3.9 Annual Statement as to Compliance. The Issuing Entity
shall deliver to the Indenture Trustee, on or before March 15 of each year, beginning March 15, 2011 (or, if the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, on or before April 30 of
each calendar year, beginning April 30, 2011), an Officer’s Certificate signed by an Authorized Officer, dated as of December 31 of the prior calendar year, stating that: 

(a) a review of the activities of the Issuing Entity during such fiscal year and of performance under this Indenture has been made under
such Authorized Officer’s supervision; and 
 (b) to the best of such Authorized Officer’s knowledge, based on such
review, the Issuing Entity has fulfilled in all material respects all of its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such
Authorized Officer and the nature and status thereof. A copy of such certificate may be obtained by any Noteholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the Indenture Trustee. 

 

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 SECTION 3.10 Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust
Estate. 
 (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: 

(i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person
organized and existing under the laws of the United States of America, or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee,
the due and timely payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein;

 (ii) immediately after giving effect to such merger or consolidation, no Event of Default shall have occurred
and be continuing; 
 (iii) the Rating Agency Condition shall have been satisfied with respect to such
transaction and such Person for each then outstanding Series of Notes; 
 (iv) any action as is necessary to
maintain the lien and security interest created by this Indenture shall have been taken; and 
 (v) the Issuing
Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating: 

(A) that such consolidation or merger and such supplemental indenture comply with this Section 3.10;

 (B) that such consolidation or merger and such supplemental indenture shall have no material adverse tax
consequence to the Issuing Entity or any Noteholder or Certificateholder; and 
 (C) that all conditions
precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act. 

(b) Except as otherwise expressly permitted by this Indenture or the other Basic Documents, the Issuing Entity shall not sell, convey,
exchange, transfer or otherwise dispose of any material portion of the properties and assets included in the Trust Estate to any Person, unless: 

(i) the Person that acquires such properties or assets of the Issuing Entity (A) shall be a United States
citizen or a Person organized and existing under the laws of the United States of America or any State and (B) by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture
Trustee: 
 (1) expressly assumes the due and punctual payment of the principal of and interest on all Notes and
the performance or observance of every agreement and covenant of this Indenture (and so long as any Series Enhancement Agreement is in effect, such Series Enhancement Agreements and all related documents) on the part of the Issuing Entity to be
performed or observed, all as provided herein; 
  

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 (2) expressly agrees that all right, title and interest so sold, conveyed,
exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Noteholders; 

(3) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the
Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes; and 

(4) expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings with
the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; 

(ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing;

 (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person
for each then outstanding Series of Notes; 
 (iv) any action as is necessary to maintain the lien and security
interest created by this Indenture shall have been taken; and 
 (v) the Issuing Entity shall have delivered to
the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that: 

(A) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this
Section 3.10; 
 (B) such sale, conveyance, exchange, transfer or disposition and such supplemental
indenture have no material adverse tax consequence to the Issuing Entity or to any Noteholders or Certificateholders; and 

(C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which
shall include any filing required by the Exchange Act. 
  

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 SECTION 3.11 Successor or Transferee. 

(a) Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity under this Indenture with the same effect as if such Person had been
named as the Issuing Entity herein. 
 (b) Upon a conveyance or transfer of all the assets and properties of the Issuing Entity
pursuant to Section 3.10(b), the Issuing Entity shall be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuing Entity with respect to the Notes immediately upon the delivery
of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that the Issuing Entity is to be so released. 

SECTION 3.12 No Other Business. The Issuing Entity shall not engage in any business or activity other than acquiring, holding and
managing the Collateral and the proceeds therefrom in the manner contemplated by the Basic Documents, issuing the Notes and the Certificates, making payments on the Notes and the Certificates and such other activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement, including entering into and making payments under any Series Enhancement Agreements. 

SECTION 3.13 No Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the Notes or in accordance with the Basic Documents. 

SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the other Basic
Documents, the Issuing Entity shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing
or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital contribution to, any other Person. 
 SECTION 3.15
Servicer’s Obligations. The Issuing Entity shall use its best efforts to cause the Servicer to comply with its respective obligations under Section 3.05 of the Pooling and Servicing Agreement and Sections 4.1 and
4.2 of the Trust Sale and Servicing Agreement. 
 SECTION 3.16 Capital Expenditures. The Issuing Entity shall not
make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Receivables and other property and rights from the Depositor on the Initial
Closing Date and from time to time thereafter pursuant to the Trust Sale and Servicing Agreement. 
  

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 SECTION 3.17 Removal of Administrator. So long as any Notes are Outstanding, the
Issuing Entity shall not remove the Administrator without cause unless the Rating Agency Condition for each series of Notes then outstanding shall have been satisfied in connection with such removal. 

SECTION 3.18 Restricted Payments. Except for payments of principal or interest on or redemption of the Notes, so long as any Notes
are Outstanding, the Issuing Entity shall not, directly or indirectly: 
 (a) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuing Entity or otherwise, in each case with respect to any ownership or equity
interest or similar security in or of the Issuing Entity or to the Servicer; 
 (b) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or similar security; or 
 (c) set aside or otherwise segregate any
amounts for any such purpose; 
 provided, however, that the Issuing Entity may make, or cause to be made, distributions to the
Servicer, the Depositor, the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Certificateholders as permitted by, and to the extent funds are available for such purpose under, the Trust Sale and Servicing Agreement, the Trust
Agreement or the other Basic Documents. The Issuing Entity shall not, directly or indirectly, make payments to or distributions from the Collection Account or any other Designated Account except in accordance with the Basic Documents. 

SECTION 3.19 Notice of Events of Default. The Issuing Entity agrees to give the Indenture Trustee and the Rating Agencies written
notice of each Event of Default hereunder, each Servicing Default, any Insolvency Event with respect to the Depositor, each default on the part of the Depositor or the Servicer of its respective obligations under the Trust Sale and Servicing
Agreement and each default on the part of the Seller or the Servicer of its respective obligations under the Pooling and Servicing Agreement, in each case promptly after the discovery thereof by the Issuing Entity. 

SECTION 3.20 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuing Entity shall execute and deliver
such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

SECTION 3.21 Trustee’s Assignment of Interests in Certain Receivables. The Indenture Trustee shall assign, without recourse,
representation or warranty, to the Servicer, the Seller or the Depositor, as the case may be, all of the Indenture Trustee’s right, title and interest in and to any Receivable assigned by the Issuing Entity to the Servicer, the Seller or the
Depositor, as applicable, pursuant to the Pooling and Servicing Agreement, the Trust Sale and Servicing Agreement or any Indenture Supplement (in each case, to the extent so assigned and upon the receipt of any related payment, if applicable), such
assignment being an assignment outright and not for security; and the Servicer, the Seller or the Depositor, as applicable, shall thereupon own the interest purchased in such Receivable, free of any further obligation to the Indenture Trustee, the
Noteholders or the Certificateholders with respect thereto. If in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to
enforce such Receivable, the Indenture Trustee shall, at the Servicer’s expense, take such steps as the Servicer deems necessary to enforce the Receivable, including bringing suit in the Indenture Trustee’s name or the names of the
Noteholders or the Certificateholders. 
  

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 SECTION 3.22 Representations and Warranties by the Issuing Entity to the Indenture
Trustee. The Issuing Entity hereby represents and warrants to the Indenture Trustee as follows: 
 (a) Good Title. No
interest in any Receivable conveyed to the Issuing Entity has been sold, transferred, assigned or pledged by the Issuing Entity to any Person other than the Indenture Trustee; immediately prior to the conveyance of such Receivables pursuant to this
Indenture, the Issuing Entity had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Indenture by the Issuing Entity, the Indenture Trustee shall have all of the right, title and interest of the Issuing
Entity in, to and under such Receivables, free of any Lien; and 
 (b) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give the Indenture Trustee, upon the acquisition by the Issuing Entity of any Eligible Receivable, a first priority perfected security interest in such Eligible Receivable have been made.

 (c) Additional Representations and Warranties. The additional representations and warranties regarding creation,
perfection and priority of security interests in the Eligible Receivables, which are attached as Appendix A, are true and correct to the extent they are applicable. 

ARTICLE IV 

SATISFACTION AND DISCHARGE 

SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes
except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments of principal thereof and interest thereon;
(iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.19 and 3.21; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of
the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, if: 
 (a) either: 

(i) all Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen
and that have been replaced or paid as provided in Section 2.5 and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing
Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or 
  

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 (ii) all Notes not theretofore delivered to the Indenture Trustee for
cancellation: 
 (A) have become due and payable, 

(B) will be due and payable on their respective Legal Maturity Dates within one year, or 

(C) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the
giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, 
 and the Issuing Entity, in
the case of (A), (B) or (C) of subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the
United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such Notes not theretofore
delivered to the Indenture Trustee for cancellation when due; 
 (b) the Issuing Entity has paid or caused to be paid all other
sums payable hereunder by the Issuing Entity; and 
 (c) the Issuing Entity has delivered to the Indenture Trustee an
Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of
Section 12.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 

SECTION 4.2 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall
be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture and the applicable provisions of the Trust Sale and Servicing Agreement and the applicable Indenture Supplements to the payment, either directly or
through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for
principal and interest; but such monies need not be segregated from other funds except to the extent required herein or in the Trust Sale and Servicing Agreement or by applicable law. 

 

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 SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to each series of Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to all such Notes shall, upon demand of
the Issuing Entity, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies. 

SECTION 4.4 Duration of Position of Indenture Trustee. Notwithstanding the earlier payment in full of all principal and interest
due to the Noteholders under the terms of the Notes and the cancellation of the Notes pursuant to Section 3.1, the Indenture Trustee shall continue to act in the capacity as Indenture Trustee hereunder for the benefit of the
Certificateholders, for purposes of compliance with, and the Indenture Trustee shall comply with, its obligations under the Trust Sale and Servicing Agreement, as appropriate, until such time as all distributions due to the Certificateholders have
been paid in full and in such capacity the Indenture Trustee shall have the rights, benefits and immunities set forth in Article VI hereof. 

ARTICLE V 

DEFAULT AND REMEDIES 

SECTION 5.1 Events of Default. For the purposes of this Indenture, “Event of Default” wherever used herein, means
with respect to any Series, Class, Sub-Class or Tranche, any event designated as such in the Indenture Supplement for such Series, Class, Sub-Class or Tranche of Notes as applying to such Series, Class, Sub-Class or Tranche of Notes, or specified in
the form of Note for such Series, Class, Sub-Class or Tranche. 
 SECTION 5.2 Acceleration of Maturity; Rescission and
Annulment. For purposes of this Indenture, the provisions with respect to the acceleration of the maturity, and the rescission or annulment of any such acceleration, with respect to any Series, Class, Sub-Class or Tranche of Notes shall be as
specified in the Indenture Supplement for such Series, Class, Sub-Class or Tranche. 
 SECTION 5.3 Collection of Indebtedness
and Suits for Enforcement by Indenture Trustee. 
 (a) The Issuing Entity covenants that if (i) default is made in the
payment of any interest on any Series, Class, Sub-Class or Tranche of Notes when the same becomes due and payable, and such default continues for the grace period specified in the applicable Indenture Supplement or (ii) default is made in the
payment of principal of any Series, Class, Sub-Class or Tranche of Note, if and to the extent not previously paid, when the same becomes due and payable on its Series Legal Maturity Date, the Issuing Entity shall, upon demand of the Indenture
Trustee, pay to it, for the ratable benefit of the Holders of the Notes of the affected Series, Class, Sub-Class or Tranche, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal,
and, to the extent payment at such rate of interest is legally enforceable, interest upon overdue instalments of interest, at the applicable Note Interest Rate borne by the Notes of such Series, Class, Sub-Class or Tranche, and in addition thereto
shall pay such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel, with all such amounts
applied as described in Section 5.4(b). 
  

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 (b) If the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the
Issuing Entity or other obligor upon the Notes of such Series, Class, Sub-Class or Tranche and collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged
or decreed to be payable. 
 (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more
particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders of the affected Series, by such appropriate Proceedings as the Indenture Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by applicable law. 
 (d) If there shall be pending, relative to the
Issuing Entity or any other obligor upon the Notes of the affected Series, Class, Sub-Class or Tranche, or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under any Insolvency Law, or if a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator, custodian or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor or Person, or in case of any other
comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the Notes of such Series, Class, Sub-Class or Tranche, or to the creditors or property of the Issuing Entity or such other obligor, the Indenture Trustee,
irrespective of whether the principal of such Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this
Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise: 

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the
Notes of such Series, Class, Sub-Class or Tranche and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture
Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee, except as a result of negligence or bad faith) and of the Noteholders of such Series, Class, Sub-Class or Tranche allowed in such Proceedings; 

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes of such Series, Class,
Sub-Class or Tranche in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; 
  

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 (iii) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders of such Series, Class, Sub-Class or Tranche and of the Indenture Trustee on their behalf; and 

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Indenture Trustee or the Holders of Notes of such Series, Class, Sub-Class or Tranche allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property; and 

any trustee, receiver, liquidator, custodian, assignee, sequestrator or other similar official in any such Proceeding is hereby
authorized by each of such Noteholders to make payments to the Indenture Trustee for application in accordance with the priorities set forth in the Basic Documents, and, if the Indenture Trustee shall consent to the making of payments directly to
such Noteholders, to pay to the Indenture Trustee such amounts shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. 

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any
such proceeding except, as set forth in Sections 5.4, 5.5 and 5.15 below and as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. 

(f) All rights of action and of asserting claims under this Indenture, or under any of the Notes of any Series, Class, Sub-Class or
Tranche, may be enforced by the Indenture Trustee without the possession of any of the Notes of such Series, Class, Sub-Class or Tranche or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes of the affected Series, Class, Sub-Class or Tranche as provided herein. 

(g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be deemed to represent all the Holders of the Notes of the affected Series, Class, Sub-Class or Tranche and it shall not be necessary to make any such Noteholder a
party to any such Proceedings. 
  

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 SECTION 5.4 Remedies; Priorities. 

(a) If an Event of Default shall have occurred and shall be continuing with respect to any Series, and the Notes of such Series have been
accelerated pursuant to Section 5.2, the Indenture Trustee may (but shall not be required to) do one or more of the following (subject to Section 5.5): 

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due
and payable on the Notes of the affected Series, Class, Sub-Class or Tranche or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity and any other obligor
upon such Notes monies adjudged due; 
 (ii) exercise any remedies of a secured party under the UCC and take any
other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes of the affected Series; 

(iii) at its own election or at the direction of the Holders of at least a majority of the Outstanding Amount of the Notes
of any accelerated Series (or such other percentage as may be provided in the related Indenture Supplement), institute foreclosure Proceedings from time to time with respect to the portion of the Trust Estate which secures such Notes by causing the
Issuing Entity to sell to a Permitted Assignee an amount of Principal Receivables (together with their related interest components) and other assets of the Trust Estate equal the Net Invested Amount of the accelerated Series in accordance with
Section 5.15, but only if the Indenture Trustee determines that the proceeds of such sale shall be sufficient to pay principal of and interest on such Notes in full; and 

(iv) at the direction of the Holders of 100% of the Outstanding Amount of each Class of the Notes of any accelerated
Series (or such other percentage as may be provided in the related Indenture Supplement), institute foreclosure Proceedings from time to time with respect to the portion of the Trust Estate (together with their related interest components) that
secures the related Notes, regardless of the sufficiency of the proceeds thereof, by causing the Issuing Entity to sell to a Permitted Assignee an amount of Principal Receivables (together with their related interest components) and other assets of
the Trust Estate equal to the Net Invested Amount of the accelerated Series or such other amount as is required by the related Indenture Supplement, in each case in accordance with Section 5.15 (each of the actions described in this
clause (iv) and clause (iii) above, being a “Foreclosure Remedy”). 
 In determining such sufficiency
or insufficiency with respect to clauses (iii) and (iv) above, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of
such proposed action and as to the sufficiency of the Trust Estate for such purpose. 
  

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 (b) Any money or property collected by the Indenture Trustee pursuant to this Article V
following the acceleration of the maturities of the Notes of the affected Series, Class, Sub-Class or Tranche pursuant to Section 5.2 (so long as such declaration has not been rescinded or annulled) shall be paid out or treated in the
following order: 
 (i) FIRST: to the Indenture Trustee for amounts due under Section 6.7 and the
applicable Indenture Supplement and to the Owner Trustee for amounts due under Section 6.9 of the Trust Agreement and Section 7.1 of the Trust Sale and Servicing Agreement; 

(ii) SECOND: as Collections (allocated between Principal Collections and Interest Collections pro rata in accordance with
the outstanding aggregate balances of all Principal Receivables and all Interest Receivables held by the Issuing Entity as of the last day of the immediately preceding Collection Period) and distributed, together with any amounts then held in the
Collection Account, Excess Funding Account, the Cash Collateral Account or any Series Accounts for such Series, Class, Sub-Class or Tranche and any amounts available under the Series Enhancement for such Series, Class, Sub-Class or Tranche, as
payments to the Holders of the Notes of such Series, Class, Sub-Class or Tranche and the Series Enhancer for such Series, Class, Sub-Class or Tranche in accordance with the terms of this Indenture, the related Indenture Supplement and the Series
Enhancement for such Series, Class, Sub-Class or Tranche. Following the sale of the Collateral (or portion thereof) for a Series, Class, Sub-Class or Tranche and the application of the proceeds of such sale to such Series, Class, Sub-Class or
Tranche and the application of the amounts then held in the Collection Account, the Excess Funding Account, the Cash Collateral Account and any Series Accounts for such Series, Class, Sub-Class or Tranche as are allocated to such Series, Class,
Sub-Class or Tranche and any amounts available under the Series Enhancement for such Series, Class, Sub-Class or Tranche, such Series, Class, Sub-Class or Tranche shall no longer be entitled to any allocation of Collections or other property
constituting the Collateral under this Indenture and the Notes of such Series, Class, Sub-Class or Tranche shall no longer be Outstanding. 

(c) In its exercise of the Foreclosure Remedy pursuant to Section 5.4(a), the Indenture Trustee shall solicit bids from
Permitted Assignees for the sale of the Trust Estate (or interests therein) in an amount equal to the Net Invested Amount of the affected Series of Notes at the time of sale or such other amount as is required by the related Indenture Supplement.
Before soliciting bids, the Indenture Trustee may request (at the sole cost and expense of the Permitted Assignee) an Opinion of Counsel from each Permitted Assignee to the effect that its purchase of the Trust Estate (or interests therein) shall
not cause the Issuing Entity to be treated as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes, and the Indenture Trustee shall have no obligation to solicit bids from any
Permitted Assignee that has not furnished the requested opinion. The Depositor or any of its Affiliates who are Permitted Assignees shall be entitled to participate in, and to receive from the Indenture Trustee a copy of each other bid submitted in
connection with, such bidding process; provided that (i) at least one participant other than the Depositor and any of its Affiliates must submit a bona fide offer and (ii) the Depositor and any of its Affiliates are prohibited from bidding
an amount which exceeds fair value of such Trust Estate. Subject to Section 5.4(a)(iii) above, the Indenture Trustee must sell such Trust Estate (together with their related interest components) to the bidder with the highest cash
purchase offer. The proceeds of any such sale must be applied in accordance with Section 5.4(b). 
  

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 SECTION 5.5 Optional Preservation of Trust Estate. 

If the Notes of any Series, Class, Sub-Class or Tranche have been declared to be due and payable under Section 5.2 following
an Event of Default and such declaration and its consequences have not been rescinded and annulled, and the Indenture Trustee has not received direction from the Noteholders pursuant to Section 5.11, the Indenture Trustee may, but need
not, elect to maintain possession of all or any portion of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on such affected Notes,
and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of all or any portion of the Trust Estate, the Indenture Trustee
may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

 SECTION 5.6 Limitation on Suits. 

No Noteholder of any Series, Class, Sub-Class or Tranche shall have any right to institute any Proceedings, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 

(i) the Holders of at least 25% of the Outstanding Amount of the Notes of each affected Series, Class, Sub-Class or
Tranche have made written request to the Indenture Trustee to institute such Proceeding in its own name as Indenture Trustee; 

(ii) such Noteholder or Noteholders has or have previously given written notice to the Indenture Trustee of a continuing
Event of Default with respect to the Notes of such Series, Class, Sub-Class or Tranche; 
 (iii) such Noteholder
or Noteholders has or have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 

(iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding; and 
 (v) no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of at least a majority of the Outstanding Amount of the Notes of such Series, Class, Sub-Class or Tranche; 

it being understood and intended that no one or more Noteholders of the affected Series, Class, Sub-Class or Tranche has any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders of such Series, Class, Sub-Class or Tranche or to obtain or to seek to obtain priority or preference
over any other Noteholders of such Series, Class, Sub-Class or Tranche or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Noteholders of such Series, Class, Sub-Class
or Tranche. 
  

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 If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity
from two or more groups of Noteholders of such affected Series, Class, Sub-Class or Tranche, each holding less than a majority of the Outstanding Amount of such Notes, the Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture. 
 SECTION 5.7 Unconditional Rights of Noteholders to
Receive Principal and Interest. 
 Notwithstanding any other provision in this Indenture, each Noteholder has the absolute
and unconditional right to receive payment of the principal of and interest in respect of such Note as such principal and interest become due and payable and to institute suit for the enforcement of any such payment, and such right may not be
impaired without the consent of such Noteholder. 
 SECTION 5.8 Restoration of Rights and Remedies. 

If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such
Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuing Entity, the Indenture Trustee and the Noteholder shall, subject to
any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had
been instituted. 
 SECTION 5.9 Rights and Remedies Cumulative. 

No right, remedy, power or privilege herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be
exclusive of any other right, remedy, power or privilege, and every right, remedy, power or privilege is, to the extent permitted by law, cumulative and in addition to every other right, remedy, power or privilege given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or exercise of any right or remedy shall not preclude any other further assertion or the exercise of any other appropriate right or remedy. 

SECTION 5.10 Delay or Omission Not Waiver. 

No failure to exercise and no delay in exercising, on the part of the Indenture Trustee or of any Noteholder or other Person, any right
or remedy occurring hereunder upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver thereof of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article
V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be. 

 

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 SECTION 5.11 Rights of Noteholders to Direct Indenture Trustee. 

Holders of at least a majority of the Outstanding Amount of the Notes of any affected Series, Class, Sub-Class or Tranche has the right
to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes of such Series, Class, Sub-Class or Tranche or exercising any trust or power conferred on the Indenture
Trustee with respect to the Notes of such Series, Class, Sub-Class or Tranche; provided, however, that subject to Section 6.01: 

(a) the Indenture Trustee has the right to decline any such direction if the Indenture Trustee, after being advised by counsel,
determines that the action so directed is in conflict with any rule of law or with this Indenture; 
 (b) subject to the express
terms of Section 5.4, any direction given to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes of such Series, Class,
Sub-Class or Tranche; 
 (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture
Trustee elects to retain the Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate
shall be of no force and effect; and 
 (d) the Indenture Trustee may take any other action deemed proper by the Indenture
Trustee that is not inconsistent with such direction; 
 provided, however, that, subject to Section 6.1, the
Indenture Trustee need not take any action that it determines might cause it to incur any liability (y) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not
assured to it and (z) which might materially adversely affect the rights of any Noteholders not consenting to such action. 

SECTION 5.12 Waiver of Past Defaults. 

Prior to the declaration of the acceleration of the maturity of the Notes of the affected Series, Class, Sub-Class or Tranche as provided
in Section 5.2, Holders of at least a majority of the Outstanding Amount of the Notes of such Series, Class, Sub-Class or Tranche may, on behalf of all such Noteholders of such Series, Class, Sub-Class or Tranche waive in writing any
past Default or Event of Default and its consequences with respect to such Notes and its consequences, except a Default: 

(i) in the payment of the principal or interest in respect of any Note of such Series, Class, Sub-Class or Tranche, or

 (ii) in respect of a covenant or provision hereof that under Section 10.2 cannot be modified or
amended without the consent of the Noteholder of each Outstanding Note of such Series, Class, Sub-Class or Tranche. 
  

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 In the case of any such waiver, the Issuing Entity, the Indenture Trustee and such
Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. 

Upon any such waiver, such Default shall cease to exist and shall be deemed to have been cured and not to have occurred, and any Event of
Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent
thereon. After a declaration of acceleration, only waivers pursuant to Section 5.2 are permitted. 
 SECTION 5.13
Undertaking for Costs. 
 All parties to this Indenture agree, and each Noteholder by its acceptance of a Note shall be
deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Indenture Trustee for any action taken, suffered or omitted by
it as Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to: 

(a) any Proceeding instituted by the Indenture Trustee; 

(b) any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes of the affected Series, Class, Sub-Class or Tranche; or 
 (c) any Proceeding instituted by any
Noteholder for the enforcement of the payment of the principal or interest in respect of any Note on or after the respective due dates expressed in such Note and in this Indenture or the related Indenture Supplement (or, in the case of redemption,
on or after the applicable Redemption Date). 
 SECTION 5.14 Waiver of Stay or Extension Laws. 

The Issuing Entity covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may adversely affect the covenants or the performance of this Indenture; and the Issuing Entity (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted. 
  

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 SECTION 5.15 Sale of the Trust Estate. 

(a) The method, manner, time, place and terms of any sale of Receivables (or interest therein) pursuant to Section 5.4(a)
must be commercially reasonable. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. 

(b) The Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuing Entity in connection with any
sale of Receivables pursuant to Section 5.4(a)(iii) and (iv). No purchaser or transferee at any such sale is required to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies. Any funds collected shall be applied first in accordance with Section 5.4(b) and second in accordance with the applicable Indenture Supplement. 

SECTION 5.16 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture
shall not be affected by the seeking or obtaining of or application for any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuing Entity. Any money or
property collected by the Indenture Trustee shall be applied first as specified in accordance with Section 5.4(b), and second as specified in the applicable Indenture Supplement. 

SECTION 5.17 Performance and Enforcement of Certain Obligations. 

(a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity agrees
to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor and the Servicer of their respective obligations to the Issuing Entity under or in connection with
the Trust Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Trust Sale and Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, the Seller or the Servicer thereunder and the institution of legal or administrative actions
or proceedings to compel or secure performance by the Depositor, the Seller or the Servicer of each of their obligations under the Trust Sale and Servicing Agreement. 

(b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66-2/3% of the Outstanding Amount of each Series, Class, Sub-Class or Tranche of the Notes shall, exercise all rights, remedies, powers, privileges and
claims of the Issuing Entity against the Depositor, the Seller or the Servicer under or in connection with the Trust Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the
Depositor, the Seller or the Servicer of each of their obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Trust Sale and Servicing Agreement, and any right of the
Issuing Entity to take such action shall be suspended. 
  

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 (c) Promptly following a request from the Indenture Trustee to do so and at the
Administrator’s expense, the Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer of each of their obligations to the
Depositor under or in connection with the Pooling and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with
the Pooling and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Seller and the Servicer of each of their obligations under the Pooling and Servicing Agreement. 

(d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66-2/3% of the Outstanding Amount of each Series, Class, Sub-Class or Tranche of Notes shall, exercise all rights, remedies, powers, privileges and claims
of the Depositor against the Seller and the Servicer under or in connection with the Pooling and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller and the Servicer of
each of their obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Pooling and Servicing Agreement, and any right of the Depositor to take such action shall be
suspended. 
 ARTICLE VI 

THE INDENTURE TRUSTEE 

SECTION 6.1 Duties of Indenture Trustee. 

(a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs, including without limitation, continuing to hold the Trust
Estate and receive collections on the Receivables included therein and provided in the Trust Sale and Servicing Agreement. 

(b) Except during the continuance of an Event of Default: 

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture and the Trust Sale and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture or the Trust Sale and Servicing Agreement against the Indenture Trustee; and 

 

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 (ii) in the absence of bad faith on its part, the Indenture Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided,
however, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations
or other facts stated therein). 
 (c) The Indenture Trustee may not be relieved from liability for its own negligent action,
its own negligent failure to act or its own wilful misconduct, except that: 
 (i) this
Section 6.1(c) does not limit the effect of Section 6.1(b); 
 (ii) the Indenture Trustee
shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and 

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 5.11. 
 (d) The Indenture Trustee shall not be
liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity. 

(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the
terms of this Indenture or the Trust Sale and Servicing Agreement or the Trust Agreement. 
 (f) No provision of this Indenture
shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 

(g) Every provision of this Indenture relating to the Indenture Trustee shall be subject to the provisions of this
Section 6.1 and to the provisions of the TIA. 
 SECTION 6.2 Rights of Indenture Trustee. 

(a) The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the
proper Person. The Indenture Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Indenture
Trustee acts or refrains from acting, it may require an Officer’s Certificate from the Issuing Entity or an Opinion of Counsel that such action or omission is required or permitted hereunder. The Indenture Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. 
  

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 (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney,
custodian or nominee appointed with due care by it hereunder. 
 (d) The Indenture Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute wilful misconduct, negligence or bad faith.

 (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters
relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel. 
 (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction. 
 (g) The Indenture Trustee shall not
be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Indenture Trustee, in its direction, may make such further inquiry or investigation into such facts or matters as it may see fit. 

(h) The Indenture Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the
Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Notes
and this Indenture. 
 (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder. 

SECTION 6.3 Indenture Trustee May Own Notes. The Indenture Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuing Entity, the Servicer or any of their respective Affiliates with the same rights it would have if it were not Indenture Trustee; provided, however, that the Indenture Trustee
shall comply with Sections 6.10 and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. 
  


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 SECTION 6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuing Entity’s use of the proceeds from the Notes, and it shall not be responsible for any
statement of the Issuing Entity in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication. 

SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall mail to each Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note, the Indenture Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders. 

SECTION 6.6 Reports by Indenture Trustee to Holders. The Indenture Trustee shall deliver to each Noteholder the information and
documents set forth in Article VII, and, in addition, all such information with respect to the Notes as may be required by the terms of the Trust Sale and Servicing Agreement and each Indenture Supplement to be provided to Holders by the
Indenture Trustee to enable such Holder to prepare its federal and state income tax returns. 
 SECTION 6.7 Compensation;
Indemnity. 
 (a) Subject to Section 12.20, the Issuing Entity shall cause the Servicer pursuant to
Section 3.03 of the Pooling and Servicing Agreement to pay to the Indenture Trustee from time to time such compensation for its services as shall be agreed upon in writing. The Indenture Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust. Subject to Section 12.20, the Issuing Entity shall cause the Servicer pursuant to Section 3.03 of the Pooling and Servicing Agreement to reimburse the Indenture
Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuing Entity shall cause the Servicer pursuant to the Trust Sale and Servicing Agreement to indemnify the Indenture Trustee in accordance with
Section 7.1 of the Trust Sale and Servicing Agreement. 
 (b) The Issuing Entity’s obligation to cause the
Servicer to honor the Issuing Entity’s obligations to the Indenture Trustee specified in Section 6.7(a) shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default
specified in any Insolvency Event of Default with respect to the Issuing Entity, if the Servicer has failed to honor such obligation the expenses are intended to constitute expenses of administration under any Insolvency Law. 

 

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 SECTION 6.8 Replacement of Indenture Trustee. 

(a) The Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuing Entity; provided, however, that
no such resignation shall become effective and the Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority of the Outstanding Amount of the Notes may remove the Indenture Trustee by so
notifying the Indenture Trustee and may appoint a successor Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuing Entity shall remove the Indenture Trustee if: 

(i) the Indenture Trustee fails to comply with Section 6.11; 

(ii) the Indenture Trustee is adjudged bankrupt or insolvent; 

(iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or 

(iv) the Indenture Trustee otherwise becomes incapable of acting. 

(b) If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Indenture Trustee
for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint and designate a successor Indenture Trustee. 

(c) A successor Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring Indenture Trustee
and to the Issuing Entity. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture.
The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. 

(d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee gives notice of its intent
to resign or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of a majority of the Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment and designation of a successor
Indenture Trustee. 
 (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition
any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. 

(f) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Issuing Entity’s
obligations under Section 6.7 and the Servicer’s corresponding obligations under the Trust Sale and Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee. 

SECTION 6.9 Merger or Consolidation of Indenture Trustee. 

(a) Any corporation into which the Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee
under this Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the parties
to this Indenture, anything in this Indenture to the contrary notwithstanding. 
  

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 (b) If at the time such successor or successors by merger or consolidation to the Indenture
Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and
deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of
the successor to the Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the Notes or herein with respect to the certificate of authentication of the Indenture Trustee.

 SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee. 

(a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Issuing Entity or any Dealer may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to
act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Issuing Entity, and to vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Issuing Entity, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations,
rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. 
 (b)
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: 

(i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or
imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining
in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Issuing Entity or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the
Indenture Trustee; 
  

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 (ii) no trustee hereunder shall be personally liable by reason of any act or
omission of any other trustee hereunder; and 
 (iii) the Indenture Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee. 
 (c) Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the
conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture
Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. 
 (d) Any separate trustee or co-trustee
may at any time appoint the Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee. 
 SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA § 310(a) and Section 26(a) of the Investment Company Act. The Indenture Trustee shall have a combined capital and surplus, and an aggregate capital, surplus and undivided
profits, of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by Moody’s) it shall have a long term unsecured debt rating of Baa3 or better by Moody’s. The Indenture Trustee shall
comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are
outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 
 SECTION 6.12
Preferential Collection of Claims Against Issuing Entity. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated. 
 SECTION 6.13 Representations and
Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: 
 (a) the
Indenture Trustee is a duly organized and validly existing entity in good standing under the laws of its jurisdiction of formation that satisfies the eligibility requirements set forth in Section 6.11 are satisfied with respect to the
Indenture Trustee; 
  

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 (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and
perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; 

(c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any
law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or Governmental Authority applicable to the Indenture Trustee or any of its assets, (ii) shall
not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition
of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have
a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; 

(d) the execution, delivery and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or
approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Governmental Authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and

 (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding
agreement of the Indenture Trustee, enforceable in accordance with its terms. 
 SECTION 6.14 Indenture Trustee May Enforce
Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders in respect of which such judgment has been obtained.

 SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and be continuing, the Indenture Trustee, in its
discretion may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by a Proceeding whether for the specific performance of any covenant or agreement
contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being advised by counsel, shall deem necessary to protect
and enforce any of the rights of the Indenture Trustee or the Noteholders. 
  

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 SECTION 6.16 Rights of Noteholders to Direct Indenture Trustee. Holders of Notes
evidencing not less than a majority of the Outstanding Amount of the Notes shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or
power conferred on the Indenture Trustee; provided, however, that subject to Section 6.1, the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by
counsel, determines that the action so directed may not lawfully be taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability or
be unduly prejudicial to the rights of Noteholders not parties to such direction; and provided, further, that nothing in this Indenture shall impair the right of the Indenture Trustee to take any action deemed proper by the Indenture Trustee and
which is not inconsistent with such direction by the Noteholders. 
 SECTION 6.17 Notice of Early Amortization Event, Events
of Default or Servicing Default. Upon the occurrence of any Early Amortization Event, Event of Default or Servicing Default of which a Trustee Officer has actual knowledge or has received notice thereof, the Indenture Trustee shall give notice
to all Noteholders, as their names and addresses appear on the Note Register and the Rating Agencies, of such Early Amortization Event, Event of Default or Servicing Default known to the Indenture Trustee within 30 days after it occurs or within ten
Business Days after the Indenture Trustee receives such notice or obtains actual notice, if later. For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default, Early
Amortization Event or Servicing Default unless a Trustee Officer assigned to and working in the Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. For purposes of determining the
Indenture Trustee’s responsibility and liability hereunder, any reference to an Event of Default, Early Amortization Event or Servicing Default is to be construed to refer only to such event of which the Indenture Trustee is deemed to have
notice as described in this Section. 
 SECTION 6.18 Not Responsible for Recitals or Issuance of Notes. 

The recitals contained herein and in the Notes, except the certificate of authentication of the Indenture Trustee, shall be deemed to be
the statements of the Issuing Entity, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representation as to the validity or sufficiency of the Agreement, the Notes, or any related document.
The Indenture Trustee is not accountable for the use or application by the Issuing Entity of the proceeds from the Notes. 

SECTION 6.19 Money Held in Trust. 

Money held by the Indenture Trustee in trust hereunder need not be segregated from other funds held by the Indenture Trustee in trust
hereunder except to the extent required herein or required by law. The Indenture Trustee shall have no liability for interest on any money received by it hereunder except as otherwise agreed upon in writing by the Indenture Trustee and the Issuing
Entity. 
  

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 ARTICLE VII 

NOTEHOLDERS’ LISTS AND REPORTS 

SECTION 7.1 Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders The Issuing Entity shall furnish or
cause to be furnished by the Servicer to the Indenture Trustee (a) not more than five days before each date on which payments are to be made, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of
the Holders of Notes as of the close of business on the related Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within 14 days after receipt by the Issuing Entity of any such request, a list of similar
form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished. 

SECTION 7.2 Preservation of Information, Communications to Noteholders. 

(a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of
Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture
Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. 

(b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this
Indenture or under the Notes. 
 (c) The Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection
of TIA § 312(c). 
 SECTION 7.3 Reports by Issuing Entity. 

(a) The Issuing Entity shall: 

(i) file with the Indenture Trustee, within 15 days after the Issuing Entity is required to file the same with the
Commission or any applicable state agencies, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Issuing Entity may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any applicable state agencies pursuant to comparable regulation; 

(ii) file with the Indenture Trustee and the Commission or any applicable state agencies in accordance with rules and
regulations prescribed from time to time by the Commission or any applicable state agencies such additional information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and 
  

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 (iii) supply to the Indenture Trustee (and the Indenture Trustee shall
transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this
Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission or any applicable state agencies. 

(b) Unless the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity shall end on December 31 of such year.

 SECTION 7.4 Reports by Indenture Trustee. 

(a) If required by TIA § 313(a), within 60 days after each February 15, beginning with February 15, 2011, the
Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b).
A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to Noteholders, be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The
Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange. 
 (b) On each
Distribution Date, the Indenture Trustee shall include with each payment to each Noteholder a copy of the statement for the Collection Period or Periods applicable to such Distribution Date as required pursuant to the related Indenture Supplement.

 SECTION 7.5 Distributions and Reports to Noteholders. Distributions must be made to, and reports provided to,
Noteholders as set forth in the related Indenture Supplement. The identity of the Noteholders with respect to distributions and reports shall be determined as of the Record Date immediately preceding the related Distribution Date. 

SECTION 7.6 Notice by Publication. In addition to notices required to be given in any other manner hereunder, all notices required
to be given to the Noteholders shall be effected by publication at least once, if any Notes are listed on a stock exchange and the rules of such stock exchange so require, in a publication meeting the requirements of such stock exchange. 

ARTICLE VIII 

ACCOUNTS, DISBURSEMENTS AND RELEASES 

SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or
delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall apply all such money received by it as provided in this Indenture, the Pooling and Servicing Agreement and the Trust Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture, if any default
occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Event of Default under this Indenture and any right to proceed thereafter as provided in Article V. 

 

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 SECTION 8.2 Rights of Noteholders. The Notes represent obligations of the Issuing
Entity secured by fractional undivided interests in the Nonoverconcentration Interest or the Overconcentration Interest, as applicable, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the
required payments with respect to the Notes of such Series at the times and in the amounts specified in the related Indenture Supplement, (i) the portion of Collections allocable to and pledged for the benefit of the Noteholders of such Series
pursuant to this Indenture and the related Indenture Supplement, (ii) funds and other property credited to the Collection Account, the Excess Funding Account and the Cash Collateral Account allocable to and pledged for the benefit of the
Noteholders of such Series pursuant to this Indenture and such Indenture Supplement, (iii) funds and other property credited to any related Series Account and (iv) funds available pursuant to any related Series Enhancement (such security
collectively, with respect to all Series, the “Noteholders’ Collateral”). Except as specifically set forth in the related Indenture Supplement, the Notes of any Series or Class shall not be secured by any interest in any Series
Account or Series Enhancement pledged for the benefit of the Noteholders of any other Series or Class. 
 SECTION 8.3
Establishment of Collection Account, Excess Funding Account and Cash Collateral Account; Certain Matters Relating to Designated Accounts. 

(a) Collection Account. The Servicer, for the benefit of the Noteholders and any Series Enhancers, shall establish and maintain
with the Indenture Trustee or its nominee in the name of the Indenture Trustee, on behalf of the Issuing Entity, an Eligible Deposit Account bearing a designation clearly indicating that the funds and other property credited thereto are held for the
benefit of the Noteholders and any Series Enhancers (the “Collection Account”). The Indenture Trustee shall possess all right, title and interest in all Eligible Investments and all monies, cash, instruments, securities, securities
entitlements, documents, certificates of deposit and other property from time to time on deposit in or credited to the Collection Account and in all interest, proceeds, earnings, income, revenue, dividends and other distributions thereof (including
any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Noteholders and any Series Enhancers. Except as expressly provided in this Indenture, the Pooling and Servicing Agreement and the Trust
Sale and Servicing Agreement, the Servicer agrees that it has no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other property held in the Collection Account for any amount owed to it by the
Indenture Trustee, the Issuing Entity, any Noteholder or any Series Enhancer. Pursuant to the authority granted to the Servicer in Section 3.02 of the Pooling and Servicing Agreement, the Servicer has the power, revocable by the
Indenture Trustee, to make withdrawals and payments from the Collection Account and to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s or the Indenture
Trustee’s duties under the Trust Sale and Servicing Agreement and hereunder, as applicable. Investments of funds representing Collections collected during any Collection Period shall be invested in Eligible Investments. On each Distribution
Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be treated as Aggregate Dealer Interest Collections with respect to the related Collection Period, except as
otherwise specified in the related Indenture Supplement. 
  

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 (b) Excess Funding Account. The Servicer, for the benefit of the Noteholders of any
Nonoverconcentration Series and any Series Enhancers of any Nonoverconcentration Series, shall establish and maintain with the Indenture Trustee or its nominee in the name of the Indenture Trustee, on behalf of the Issuing Entity, an Eligible
Deposit Account bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Noteholders of any Nonoverconcentration Series and any Series Enhancers of any Nonoverconcentration Series
(the “Excess Funding Account”). The Indenture Trustee shall possess all right, title and interest in all Eligible Investments and all monies, instruments, securities, securities entitlement, documents, certificates of deposit and
other property from time to time on deposit in or credited to the Excess Funding Account and in all interest, proceeds, earnings, income and revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation
of any investment purchased at a discount) for the benefit of the Noteholders of any Nonoverconcentration Series and any Series Enhancers of any Nonoverconcentration Series. Except as expressly provided in this Indenture, the Pooling and Servicing
Agreement and the Trust Sale and Servicing Agreement, the Servicer agrees that it has no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other property held in the Excess Funding Account for any
amount owed to it by the Indenture Trustee, the Issuing Entity, any Noteholder or any Series Enhancer. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess
Funding Account shall be treated as Nonoverconcentration Interest Collections with respect to the related Collection Period, except as otherwise specified in the related Indenture Supplement. 

Funds on deposit in the Excess Funding Account shall be invested in Eligible Investments. 

On any Business Day on which the Adjusted Nonoverconcentration Pool Balance (determined without giving effect to the provisos in the
definitions of Maximum Dealer Exposure Percentage and Maximum Used Vehicle Percentage) on that Business Day (determined after giving effect to any Principal Receivables that shall be transferred to the Issuing Entity on such date or, with respect to
any Determination Date, on the immediately succeeding Distribution Date) is lower than the Required Nonoverconcentration Pool Balance on that Business Day, the Depositor shall instruct the Servicer to deposit funds, otherwise allocable to the
holders of the Certificate Interest from amounts available from the Nonoverconcentration Interest and, if the Adjusted Overconcentration Pool Balance is not less than the Required Overconcentration Pool Balance, from amounts available from the
Overconcentration Interest, into the Excess Funding Account up to the amount of such deficiency. In addition, the holders of the Certificate Interest may transfer additional funds into the Excess Funding Account to make up for such deficiencies. On
each Business Day on which funds are on deposit in the Excess Funding Account, the Servicer shall determine the amount, if any, by which the Adjusted Nonoverconcentration Pool Balance (determined without giving effect to the provisos in the
definitions of Maximum Dealer Exposure Percentage and Maximum Used Vehicle Percentage) on such Business Day (determined after giving effect to any Principal Receivables that shall be transferred to the Issuing Entity on such date or, with respect to
any Determination Date, on the immediately succeeding Distribution Date) exceeds the Required Nonoverconcentration Pool Balance on such Business Day and shall instruct the Indenture Trustee to withdraw any such excess from the Excess Funding Account
and distribute such excess to the Owner Trustee for distribution to the holders of the Certificate Interest in accordance with the Trust Agreement. 
  

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 Funds on deposit in the Excess Funding Account shall be made available as Shared Principal
Collections to any Nonoverconcentration Series to the extent provided in the related Indenture Supplement. Such funds shall be deposited into the Note Distribution Account or other Series Account for such Nonoverconcentration Series, in accordance
with the terms of the related Indenture Supplement. 
 (c) Cash Collateral Account. The Servicer, for the benefit of the
Noteholders of any Overconcentration Series and any Series Enhancers of any Overconcentration Series, shall establish and maintain with the Indenture Trustee or its nominee in the name of the Indenture Trustee, on behalf of the Issuing Entity, an
Eligible Deposit Account bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Noteholders of any Overconcentration Series and any Series Enhancers of any Overconcentration Series
(the “Cash Collateral Account”). The Indenture Trustee shall possess all right, title and interest in all Eligible Investments and all monies, instruments, securities, securities entitlement, documents, certificates of deposit and
other property from time to time on deposit in or credited to the Cash Collateral Account and in all interest, proceeds, earnings, income and revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation
of any investment purchased at a discount) for the benefit of the Noteholders of any Overconcentration Series and any Series Enhancers of any Overconcentration Series. Except as expressly provided in this Indenture, the Pooling and Servicing
Agreement and the Trust Sale and Servicing Agreement, the Servicer agrees that it has no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other property held in the Cash Collateral Account for any
amount owed to it by the Indenture Trustee, the Issuing Entity, any Noteholder or any Series Enhancer. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Cash
Collateral Account shall be treated as Overconcentration Interest Collections with respect to the related Collection Period, except as otherwise specified in the related Indenture Supplement. 

Funds on deposit in the Cash Collateral Account shall be invested in Eligible Investments. 

On any Business Day on which the Adjusted Overconcentration Pool Balance on that Business Day (determined after giving effect to any
Principal Receivables that shall be transferred to the Issuing Entity on such date or, with respect to any Determination Date, on the immediately succeeding Distribution Date) is lower than the Required Overconcentration Pool Balance on that
Business Day, the Depositor shall instruct the Servicer to deposit funds, otherwise allocable to the holders of the Certificate Interest from amounts available from the Overconcentration Interest and, if the Adjusted Nonoverconcentration Pool
Balance (determined without giving effect to the provisos in the definitions of Maximum Dealer Exposure Percentage and Maximum Used Vehicle Percentage) is not less than the Required Nonoverconcentration Pool Balance, from amounts available from the
Nonoverconcentration Interest, into the Cash Collateral Account up to the amount of such deficiency. In addition, the holders of the Certificate Interest may transfer additional funds into the Cash Collateral Account to make up for such
deficiencies. On each Business Day on which funds are on deposit in the Cash Collateral Account, the Servicer shall determine the amount, if any, by which the Adjusted Overconcentration Pool Balance on such Business Day (determined after giving
effect to any Principal Receivables that shall be transferred to the Issuing Entity on such date or, with respect to any Determination Date, on the immediately succeeding Distribution Date) exceeds the Required Overconcentration Pool Balance on such
Business Day and shall instruct the Indenture Trustee to withdraw any such excess from the Cash Collateral Account and distribute such excess to the Owner Trustee for distribution to the holders of the Certificate Interest in accordance with the
Trust Agreement. 
  

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 Funds on deposit in the Cash Collateral Account shall be made available as Shared Principal
Collections to any Overconcentration Series to the extent provided in the related Indenture Supplement. Such funds shall be deposited into the Note Distribution Account or other Series Account for such Overconcentration Series in accordance with the
terms of the related Indenture Supplement. 
 (d) Servicer Transition Costs Reserve Account. The Servicer, for the
benefit of the Back-up Servicer, shall establish and maintain with the Indenture Trustee or its nominee in the name of the Indenture Trustee, on behalf of the Issuing Entity, an Eligible Deposit Account bearing a designation clearly indicating that
the funds and other property credited thereto are held for the benefit of the Back-up Servicer (the “Servicer Transition Costs Reserve Account”). The Indenture Trustee shall possess all right, title and interest in all Eligible
Investments and all monies, cash, instruments, securities, securities entitlements, documents, certificates of deposit and other property from time to time on deposit in or credited to the Servicer Transition Costs Reserve Account and in all
interest, proceeds, earnings, income, revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Back-up Servicer. Except as expressly
provided in this Indenture, the Pooling and Servicing Agreement and the Trust Sale and Servicing Agreement, the Servicer agrees that it has no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other
property held in the Servicer Transition Costs Reserve Account for any amount owed to it by the Indenture Trustee, the Issuing Entity, any Noteholder or any Series Enhancer. 

On or prior to the Initial Closing Date, the Servicer will deposit $200,000 into the Servicer Transition Costs Reserve Account. Funds on
deposit in the Servicer Transition Costs Reserve Account on any Distribution Date shall be invested in Eligible Investments. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on
deposit in the Servicer Transition Costs Reserve Account shall be distributed to the Servicer, unless the amount on deposit in the Servicer Transition Costs Reserve Account is less than the Servicer Transition Costs Reserve Account Required Amount,
in which case such interest and investment earnings shall be deposited into the Servicer Termination Costs Reserve Account. 
  

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 If the Back-up Servicer is appointed as the successor Servicer pursuant to Article VIII of
the Trust Sale and Servicing Agreement, the Indenture Trustee will reimburse the Back-up Servicer for its Servicer Transaction Costs for amounts on deposit in the Servicer Transition Costs Reserve Account within 30 days of the deliver to the
Indenture Trustee and the Depositor of a detailed invoice setting forth such Servicer Transition Costs. If any funds remain on deposit in the Servicer Transition Costs Reserve Account six months after the appointment of the Back-up Servicer as
successor Servicer, the Indenture Trustee will, at the direction of the removed Servicer, withdraw all remaining amounts on deposit in the Servicer Termination Costs Reserve Account and distribute them to the Servicer. 

Upon the delivery by the Servicer to the Indenture Trustee of an Officer’s Certificate certifying that the Back-up Servicing
Agreement has been terminated (other than as a result of the Back-up Servicer being appointed as the successor Servicer) and that no replacement Back-up Servicing Agreement is required, the Indenture Trustee will, at the direction of the Servicer,
withdraw all amounts on deposit in the Servicer Termination Costs Reserve Account and distribute them to the Servicer. 
 (e)
Account Holder. Each of the Designated Accounts shall be initially established with the Indenture Trustee, who shall be the initial Account Holder. 

(i) At any time after the Initial Closing Date, the Servicer, upon thirty (30) days prior written notice to the
Account Holder, shall have the right to instruct an Account Holder to transfer any or all of the Designated Accounts to another Eligible Institution designated by the Servicer in such notice. No Designated Account shall be maintained with an Account
Holder if the short-term unsecured debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account may be maintained with an Account Holder even if the short-term unsecured debt obligations of
such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account as a segregated account in its corporate trust department and the credit rating assigned by each Rating Agency to any of the
securities issued by such Account Holder signifies investment grade). Should an Account Holder no longer satisfy the requirements in the preceding sentence with respect to any Designated Account, then the Servicer shall, within ten
(10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency shall consent), with the Account Holder’s assistance as necessary, cause each affected Designated Account (A) to
be moved to an Account Holder that is an Eligible Institution with the Required Deposit Rating or (B) to be moved to a segregated account in the corporate trust department of the Account Holder provided that the credit rating assigned by each
Rating Agency to any of the securities issued by such Account Holder signifies investment grade. All amounts held in Designated Accounts (other than any Designated Account with respect to a series of Notes specified otherwise in the Indenture
Supplement with respect to such series of Notes) (including amounts, if any, which the Servicer is required to remit daily to the Collection Account pursuant to Section 8.3) shall, to the extent permitted by applicable laws, rules and
regulations, be invested, at the written direction of the Servicer (provided, however, with respect to a series of Notes, the Indenture Supplement with respect to such series of Notes may provide that under specified conditions a person other than
the Servicer shall direct the investment of funds in deposit in the Designated Accounts with respect to such series of Notes on the terms set forth in such Indenture Supplement), by such Account Holder in Eligible Investments. Such written direction
shall constitute certification by the Servicer that any such investment is authorized by this Section 8.3. Each Account Holder holding a Designated Account as provided in this Section 8.3(d)(i), shall be a “Securities
Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this
Section 8.3 and an Opinion of Counsel that such Person can perform such Obligations. 
  

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 (ii) With respect to the Designated Account Property, the Account Holder
agrees, by its acceptance hereof, that: 
 (A) Any Designated Account Property that is held in deposit accounts
shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets shall be credited. 

(B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be
registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case shall any Financial Asset
credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the
Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. 

(C) All property delivered to the Securities Intermediary pursuant to this Agreement shall be credited upon receipt of
such property to the appropriate Designated Account. 
 (D) Each item of property (whether investments,
investment property, Financial Asset, security, instrument or cash) credited to a Designated Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. 

(E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or
redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Issuing Entity, the Servicer, the Depositor or any other Person. 

(F) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any
other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of
New York. 
  

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 (G) The Securities Intermediary has not entered into, and until the
termination of this Agreement shall not enter into, any agreement with any other Person relating to the Designated Accounts and/or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement
orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement shall not enter into, any agreement with the Issuing
Entity, the Depositor, the Servicer, the Account Holder or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 8.3(d)(ii)(E)
hereof. 
 (H) Except for the claims and interest of the Indenture Trustee in the Designated Accounts, the
Securities Intermediary has no knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary shall promptly notify the Indenture Trustee, the Servicer and the Issuing Entity
thereof. 
 (I) The Securities Intermediary shall promptly send copies of all statements, confirmations and other
correspondence concerning the Designated Accounts and/or any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee, at the addresses set forth in Appendix B to the Trust Sale and Servicing Agreement.

 (J) The Account Holder shall maintain each item of Designated Account Property in the particular Designated
Account to which such item originated and shall not commingle items from different Designated Accounts. 
 (K)
The Servicer or other Person directing the investment of funds in the Designated Accounts shall not direct the Indenture Trustee to: 

(1) invest in any Physical Property, any Uncertificated Security that is not a Federal Book-Entry Security or any
Certificated Security unless the Indenture Trustee takes Delivery of such item; or 
 (2) invest in any Security
Entitlement or Federal Book-Entry Security unless the Indenture Trustee obtains Control over such investment. 

(iii) The Servicer shall not direct the Account Holder to make any investment of any funds or to sell any investment held
in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in
connection with any direction to the Account Holder to make any such investment or sale, if requested by the Account Holder, the Servicer shall deliver to the Account Holder an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

  

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 (f) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible
Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. 

(g) If (i) the Servicer shall have failed to give investment directions for any funds on deposit in the Designated Accounts to the
Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day or (ii) an Event of Default shall have occurred and be continuing with
respect to a series of Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such series of Notes shall have been declared due and payable following an Event of Default, but amounts collected or
receivable from the Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the
Designated Accounts in one or more Eligible Investments selected by the Indenture Trustee. 
 (h) The Indenture Trustee, the
Owner Trustee, the Securities Intermediary, each Account Holder and each other Eligible Deposit Institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it
might otherwise be entitled. 
 SECTION 8.4 Allocations, Deposits and Collections. 

(a) Allocations. 

(i) Calculations. On each Business Day, the Servicer shall calculate the Pool Balance, the Adjusted Pool Balance,
the Nonoverconcentration Pool Balance, the Adjusted Nonoverconcentration Pool Balance, the Required Nonoverconcentration Pool Balance, the Overconcentration Pool Balance, the Adjusted Overconcentration Pool Balance, the Required Overconcentration
Pool Balance and each of the other amounts and percentages required to make the allocations, deposits and distributions required on that day in accordance with the Basic Documents. 

(ii) Allocation of Collections and Defaulted Amounts among Series. 

(1) Allocation of Interest Collections and Defaulted Amounts. On each Determination Date, the Servicer shall
allocate Nonoverconcentration Interest Collections, Overconcentration Interest Collections, Nonoverconcentration Defaulted Amounts and Overconcentration Defaulted Amounts for the related Collection Period to each Series as specified in the related
Indenture Supplement. Any Nonoverconcentration Interest Collections, Overconcentration Interest Collections, Nonoverconcentration Defaulted Amounts and Overconcentration Defaulted Amounts for the related Collection Period remaining after such
allocations shall be distributed to the Owner Trustee for distribution to the holders of the Certificate Interest in accordance with the Trust Agreement, or if there is only one Certificateholder, at the written direction of such Certificateholder.

  

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 (2) Allocation of Principal Collections. On each Business Day, the
Servicer shall allocate Nonoverconcentration Principal Collections and Overconcentration Principal Collections for that day to each Series as specified in the related Indenture Supplement. Any Nonoverconcentration Principal Collections and
Overconcentration Principal Collections for that day remaining after such allocations shall be distributed to the Owner Trustee for distribution to the holders of the Certificate Interest in accordance with the Trust Agreement, or if there is only
one Certificateholder, at the written direction of such Certificateholder. 
 (3) Nonoverconcentration Interest
Collections, Overconcentration Interest Collections, Nonoverconcentration Principal Collections and Overconcentration Principal Collections allocated to any Series or the Certificate Interest shall not be available to the Noteholders of any other
Series, the Series Enhancers, the holders of the Certificate Interest or any other person or interest, except to the extent expressly provided in this Indenture or the related Indenture Supplement. 

(iii) Allocation of Collections and Defaulted Amounts within a Series. Allocations of Nonoverconcentration Interest
Collections, Overconcentration Interest Collections, Nonoverconcentration Principal Collections, Overconcentration Principal Collections, Nonoverconcentration Defaulted Amount and Overconcentration Defaulted Amount allocated to a Series shall be
further allocated and applied as specified in the related Indenture Supplement. 
 (b) Net Deposits. The parties to the
Basic Documents may make any remittances pursuant to this Article VIII, any Indenture Supplement and the other Basic Documents net of amounts to be distributed by the applicable recipient to such remitting party. Nonetheless, each such party
shall account for all of the above described remittances and distributions as if the amounts were deposited and/or transferred separately. 

(c) Collections. 

(i) Except as otherwise provided in subsection (ii), the Servicer shall deposit Collections into the Collection
Account as promptly as possible after the date such Collections are processed by the Servicer, but in no event later than the second Business Day after such processing date. 

 

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 (ii) Notwithstanding anything in this Agreement to the contrary, for so long
as 
 (A) GMAC, Ally Bank or one of its subsidiaries is the Servicer, 

(B) no Servicing Default has occurred and is continuing, 

(C) one of the following: 

(1) the Servicer maintains a short-term rating of at least A-1 by Standard & Poor’s and P-1 by
Moody’s, or 
 (2) the Rating Agency Condition is satisfied with respect therto, and 

(D) no Daily Remittance Period specified in any Indenture Supplement is in effect 

(each of clause (A), (B), (C) and (D), a “Monthly Remittance Condition”), then, subject to any limitations in the confirmations
described in clause (c)(3) above, if then applicable, the Servicer need not deposit Aggregate Dealer Principal Collections and Aggregate Dealer Interest Collections into the Collection Account on a daily basis during a Collection Period or
make the deposits on any dates during such Collection Period otherwise specified in Sections 2.1(d), 2.6(b) and 2.7(c)(iii) of the Trust Sale and Servicing Agreement, but may make a single deposit into the Collection Account in
same-day or next-day funds not later than 12:00 noon, New York City time, on the Business Day immediately preceding the related Distribution Date (or, with the consent of the Indenture Trustee, in same day funds not later than 10:00 a.m., New York
City time, on a Distribution Date) in a net amount equal to the amount which would have been on deposit in the Collection Account on such Distribution Date; provided, however, that the amount as of the last day of any Collection Period
required to be deposited into the Excess Funding Account or the Cash Collateral Account shall be deposited into the Collection Account (to the extent not already on deposit therein) no later than the second Business Day of the following Collection
Period. If and so long as a Monthly Remittance Condition ceases to be satisfied, the Servicer shall commence, if not already doing so, making deposits in accordance with subsection (i) no later than the first day of the first Collection Period
that begins at least two Business Days after the day on which such Monthly Remittance Condition ceases to be satisfied. 

SECTION 8.5 Interest Reallocation Groups; Excess Interest Sharing Groups; Principal Sharing Groups. 

(a) Interest Reallocation Groups. Interest Collections and other amounts specified in the Indenture Supplement for each Series in
a particular Interest Reallocation Group shall be reallocated to cover interest and expenses related to such Series as specified in such Indenture Supplement. The reallocation provisions of the Indenture Supplement for each Series in the same
Interest Reallocation Group are required to be identical in all material respects. 
  

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 (b) Excess Interest Sharing Groups. With respect to each Distribution Date,
(i) the Servicer shall allocate Excess Interest Collections to each Excess Interest Sharing Series in a particular Excess Interest Sharing Group, pro rata, in proportion to the Interest Collections Shortfalls, if any, with respect to each such
Series and (ii) the Servicer shall deduct from the allocated Interest Collections available for deposit into the Collection Account on or before such Distribution Date an amount equal to the excess, if any, of (A) the aggregate Excess
Interest Collections for all such Series for such Distribution Date, over (B) the aggregate Interest Collections Shortfalls for all such Series for such Distribution Date and shall distribute such excess to the Owner Trustee for distribution to
the holders of the Certificate Interest in accordance with the Trust Agreement. 
 (c) Principal Sharing Groups. With
respect to each Business Day, (i) the Servicer shall allocate Shared Principal Collections to each Principal Sharing Series in a particular Principal Sharing Group, pro rata, in proportion to the Principal Shortfalls, if any, with respect to
each such Series and (ii) the Servicer shall deduct from the allocated Principal Collections available for deposit into the Collection Account on or before such Business Day an amount equal to the excess, if any, of (A) the aggregate
Shared Principal Collections for all such Series for such Business Day, over (B) the aggregate Principal Shortfalls for all such Series for such Business Day and shall distribute such excess to the Owner Trustee for distribution to the holders
of the Certificate Interest in accordance with the Trust Agreement; provided, however, that (A) if the Adjusted Nonoverconcentration Pool Balance (determined without giving effect to the provisos in the definitions of Maximum
Dealer Exposure Percentage and Maximum Used Vehicle Percentage) as of such Business Day is less than the Required Nonoverconcentration Pool Balance (determined after giving effect to any Receivables transferred to the Issuing Entity), the Servicer
shall not distribute such excess funds to the Owner Trustee for distribution to the holders of the Certificate Interest in accordance with the Trust Agreement, but shall deposit such excess funds into the Excess Funding Account to the extent
necessary to cause the Adjusted Nonoverconcentration Pool Balance to equal the Required Nonoverconcentration Pool Balance as of such Business Day pursuant to Section 8.3(b) and (B) if the Adjusted Overconcentration Pool Balance as
of such Business Day is less than the Required Overconcentration Pool Balance (determined after giving effect to any Receivables transferred to the Issuing Entity), the Servicer shall not distribute such excess funds remaining after the application
of clause (A) to the Owner Trustee for distribution to the holders of the Certificate Interest in accordance with the Trust Agreement, but shall deposit such excess funds into the Cash Collateral Account to the extent necessary to cause the
Adjusted Overconcentration Pool Balance to equal the Required Overconcentration Pool Balance as of such Business Day pursuant to Section 8.3(c). 

SECTION 8.6 Shared Enhancement Series. 

A Shared Enhancement Series is a group of discrete issuances of Notes, called Sub-Classes, that share Interest Collections and certain
other amounts and share in the same credit enhancement as is specified in the Indenture Supplement for each Sub-Class in such Shared Enhancement Series. Such sharing may take the form, among others, of Classes of Notes of one or more Series in a
particular Shared Enhancement Series issued from time to time which are subordinate to other Classes issued at the same or at different times in the same or in different Series in such Shared Enhancement Series. 

 

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 SECTION 8.7 Release of Trust Estate. 

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by
the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with the provisions
of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies. 
 (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7 have been paid, notify the Issuing Entity thereof in writing and upon receipt of an Issuing Entity Request, release any remaining portion of the Trust Estate
that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the applicable Note Distribution Account. The Indenture Trustee shall release to the Issuing
Entity or any other Person entitled thereto any funds then on deposit in the Excess Funding Account, the Cash Collateral Account or the Collection Account only at such time as (x) there are no Notes Outstanding, (y) all payments in respect
of the Certificates have been paid in full and (z) all sums due to the Indenture Trustee pursuant to Section 6.7 have been paid. 

SECTION 8.8 Opinion of Counsel. The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuing
Entity to take any action pursuant to Section 8.7(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action
shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to
express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee
pursuant to the provisions of this Indenture in connection with any such action. 
 ARTICLE IX 

SUPPLEMENTAL INDENTURES 

SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. 

(a) Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, the Issuing Entity and the
Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of
the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: 
 (i)
to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this
Indenture, or to subject additional property to the lien of this Indenture; 
  

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 (ii) to evidence the succession, in compliance with Section 3.10
and the applicable provisions hereof, of another Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity contained herein and in the Notes; 

(iii) to add to the covenants of the Issuing Entity for the benefit of the Noteholders; 

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; 

(v) to cure any ambiguity or to correct or supplement any provision herein or in any supplemental indenture which may be
inconsistent with any other provision herein or in any supplemental indenture; 
 (vi) to evidence and provide
for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and the Indenture and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Article VI; 
 (vii) to modify,
eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other
provisions as may be expressly required by the TIA, and the Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein
contained; 
 (viii) to provide for the termination of any Series Enhancement in accordance with the provisions
of the related Indenture Supplement; 
 (ix) to add provisions to or delete or modify the existing provisions of
this Indenture as appropriate to allow the Trust to issue foreign currency-denominated Notes, including without limitation adding provisions granting rights under this Indenture to counterparties of the currency swaps that may be entered into in
connection with the issuance of such foreign currency-denominated Notes; or 
 (x) to add provisions to or delete
or modify the existing provisions of this Indenture as appropriate to comply with any rule or regulation, or amendment or modification to any existing rule or regulation, of the Federal Deposit Insurance Corporation in connection with the isolation
from the Seller of the Receivables transferred by the Seller to the Purchaser under the Pooling and Servicing Agreement, provided that such action shall not adversely affect in any material respect the interests of any Noteholder. 

 

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 (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity
Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to,
changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any Noteholder. 
 (c) Except as specified in an Indenture
Supplement, the Issuing Entity and the Indenture Trustee when authorized by an Issuing Entity Order, may also, with the consent of the Depositor and upon satisfaction of the Rating Agency Condition with respect thereto, but without the consent of
the Holders of any Notes or any other Person, at any time and from time to time, enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any provisions of, this
Indenture with respect to the inclusion of Other Assets in the Issuing Entity. 
 SECTION 9.2 Supplemental Indentures With
Consent of Noteholders. 
 (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order,
also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes (excluding any classes or series of Notes, the holders of which shall not be, as evidenced by
an Opinion of Counsel, adversely affected in any material respect by such action), by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no supplemental indenture
pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Note affected thereby: 

(i) change the stated due date, if any, of any instalment of principal of or interest on any Note, or reduce the principal
amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute
suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective stated due dates
thereof (or, in the case of redemption, on or after the Redemption Date); 
 (ii) reduce the percentage of the
Outstanding Amount of the Notes of any Series (or any Sub-Class in the case of a Share Enhancement Series) outstanding the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is
required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; 
  


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 (iii) modify or alter the provisions of the proviso to the definition of the
term “Outstanding”; 
 (iv) reduce the percentage of the Outstanding Amount of the Notes required to
direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding Notes;

 (v) modify any provision of this Section 9.2 to decrease the required minimum percentage necessary
to approve any amendments to any provisions of this Indenture; 
 (vi) modify any of the provisions of this
Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) (it being
understood that the issuance of any Notes and the specification of the terms and provisions thereof pursuant to an Indenture Supplement shall not be deemed to have such effect for purposes hereof), or modify or alter the provisions of the Indenture
regarding the voting of Notes held by the Issuing Entity, the Depositor or any Affiliate of either of them; or 

(vii) permit the creation of any Lien ranking prior to or on a parity with the lien of this Indenture with respect to any
part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this
Indenture. 
 (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected (such that
the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon the Holders of all Notes, whether authenticated and
delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. 

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

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

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 SECTION 9.3 Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to
Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the
execution of any such amendment have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under
this Indenture or otherwise. 
 SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties,
liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing Entity and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 

SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed
pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA. 

SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the
Issuing Entity or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and executed by the Issuing Entity
and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes of the same series. 
 ARTICLE X

 REDEMPTION OF NOTES 

SECTION 10.1 Redemption. A series of Notes shall be subject to redemption if and to the extent provided in the related Indenture
Supplement. The purchase price for any Notes shall be equal to the applicable Redemption Price set forth in the related Indenture Supplement, provided the Issuing Entity has available funds sufficient to pay such amount. The Issuing Entity shall
furnish the Rating Agencies notice of any such redemption. If any Notes are to be redeemed pursuant to this Section 10.1, the Issuing Entity shall furnish notice thereof to the Indenture Trustee not later than 25 days prior to the
applicable Redemption Date and the Issuing Entity shall deposit into the applicable Note Distribution Account on or before the applicable Redemption Date, the aggregate Redemption Price of the Notes to be redeemed, whereupon all such Notes shall be
due and payable on the Redemption Date. 
  

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 SECTION 10.2 Form of Redemption Notice. 

(a) Notice of redemption of any Notes under Section 10.1 shall be given by the Indenture Trustee by first-class mail, postage
prepaid, mailed not less than five days prior to the applicable Redemption Date to each Noteholder of record of the Notes to be redeemed at such Noteholder’s address appearing in the Note Register. 

(b) All notices of redemption shall state: 

(i) the applicable Redemption Date; 

(ii) the applicable Redemption Price; 

(iii) the place where the Notes are to be surrendered for payment of the Redemption Price (which shall be the Agency
Office of the Indenture Trustee to be maintained as provided in Section 3.2); 
 (iv) the CUSIP
number, if applicable; and 
 (v) the principal amount of Notes to be redeemed. 

(c) Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity.
Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note. 

SECTION 10.3 Notes Payable on Redemption Date. With respect to any Notes, such Notes shall, following notice of redemption as
required by Section 10.2 (in the case of redemption pursuant to Section 10.1), on the applicable Redemption Date cease to be Outstanding for purposes of this Indenture and shall thereafter represent only the right to receive
the applicable Redemption Price and (unless the Issuing Entity shall default in the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for
purposes of calculating such Redemption Price. 
 ARTICLE XI 

TERMINATION 

SECTION 11.1 Termination of Indenture. 

The Indenture shall terminate and the respective obligations and responsibilities of the Indenture Trustee created hereby (other than the
obligation of the Indenture Trustee to make payments to Noteholders as hereinafter set forth) shall terminate, except with respect to the duties described in Section 11.2(b), on the Trust Dissolution Date. 

 

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 SECTION 11.2 Final Distribution. 

(a) The Servicer shall give the Indenture Trustee at least 30 days’ prior notice of the Distribution Date on which the Noteholders
of any Series or Class may surrender their Notes for payment of the final distribution on and cancellation of such Notes (or, in the event of a final distribution resulting from the application of Section 3.1(c) or 8.2 of the
Trust Sale and Servicing Agreement, notice of such Distribution Date promptly after the Servicer has determined that a final distribution shall occur, if such determination is made less than 30 days prior to such Distribution Date). Such notice must
be accompanied by an Officer’s Certificate setting forth the information specified in Section 4.1 of the Trust Sale and Servicing Agreement covering the period during the current calendar year through the date of such notice. Not
later than the fifth day of the month in which the final distribution in respect of such Series or Class is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series or Class specifying (i) the date upon
which final payment of such Series or Class shall be made upon presentation and surrender of Notes of such Series or Class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United
States). The Indenture Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Noteholders. 

(b) Notwithstanding a final distribution to the Noteholders of any Series or Class (or the termination of the Indenture or the
dissolution of the Issuing Entity), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Series Account allocated to such Noteholders shall continue to be held in trust for the benefit of such
Noteholders and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated (and any excess shall be paid in accordance with the terms of any Series Enhancement Agreement). If all
such Noteholders do not surrender their Notes for cancellation within six months after the date specified in the notice from the Indenture Trustee described in Section 11.2(a), the Indenture Trustee shall give a second notice to the
remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the
second notice all such Notes have not been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their
Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Series Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Depositor any monies held by them for
the payment of principal or interest that remains unclaimed for two years. After payment to the Depositor, any Noteholders entitled to the money must look to the Depositor for payment as general creditors unless an applicable abandoned property law
designates another Person. 
  

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 SECTION 11.3 Depositor’s Termination Rights. 

Upon the termination of the Indenture pursuant to Section 11.1, the Indenture Trustee shall assign and convey to the Owner
Trustee for the benefit of the holders of the Certificate Interest or any of their designees, without recourse, representation or warranty, all right, title and interest of the Issuing Entity in, to and under the Trust Estate, whether then existing
or thereafter created, all monies due or to become due and all amounts received with respect thereto (including all monies then held in the Collection Account, the Excess Funding Account, the Cash Collateral Account or any Series Account) and all
proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 11.2(b) for distribution in accordance with the Trust Agreement. 

SECTION 11.4 Defeasance. 

Notwithstanding anything to the contrary in this Indenture or any Indenture Supplement: 

(a) The Depositor may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series
(each, a “Defeased Series”) on the date the applicable conditions set forth in Section 11.4(c) are satisfied (a “Defeasance”); provided, however, that the following rights, obligations,
powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Notes of the Defeased Series to receive, solely from the trust funds provided
for in Section 11.4(c), payments in respect of interest on and principal of such Notes when such payments are due; (ii) the Depositor’s obligations with respect to such Notes under Sections 2.4 and 2.5;
(iii) the rights, powers, trusts, duties, and immunities of the Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Section. 

(b) Subject to Section 11.4(c), the Depositor at its option may cause Collections allocated to each Defeased Series and
available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. 

(c) The following conditions must be satisfied prior to any Defeasance under Section 11.4(a): 

(i) the Depositor irrevocably has deposited or caused to be deposited with the Indenture Trustee (such deposit to be made
from other than the Depositor’s or any Affiliate of the Depositor’s funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust in an amount sufficient to
pay and discharge (without relying on income or gain from reinvestment of such amount) all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this
Indenture and the related Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series. The Depositor shall make these amounts available in cash or Eligible Investments or a combination thereof. The
Indenture Trustee shall apply all such amounts to pay and discharge the amounts specified above; 
  

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 (ii) a statement from a firm of nationally recognized independent public
accountants (who may also render other services to the Depositor) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; 

(iii) prior to its first exercise of its right pursuant to this Section with respect to a Defeased Series to substitute
money or Eligible Investments for Receivables, the Depositor has delivered to the Indenture Trustee (the preparation and delivery of which shall not be at the expense of the Indenture Trustee): 

(A) an Opinion of Counsel to the effect contemplated by clause (b) of the definition of the term “Tax
Opinion” with respect to such deposit and termination of obligations; and 
 (B) an Opinion of Counsel to
the effect that such deposit and termination of obligations shall not result in the Issuing Entity being required to register as an “investment company” within the meaning of the Investment Company Act; 

(iv) the Depositor has delivered to the Indenture Trustee an Officer’s Certificate of the Depositor stating that the
Depositor reasonably believes that such deposit and termination of obligations shall not, based on the facts known to such officer at the time of such certification, then cause an Early Amortization Event with respect to any Series or any event
that, with the giving of notice or the lapse of time, would result in the occurrence of a Early Amortization Event with respect to any Series; and 

(v) the Rating Agency Condition has been satisfied. 

ARTICLE XII 

MISCELLANEOUS 

SECTION 12.1 Compliance Certificates and Opinions, etc. 

(a) Upon any application or request by the Issuing Entity to the Indenture Trustee to take any action under any provision of this
Indenture, the Issuing Entity shall furnish to the Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with,
(ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section 12.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or
condition and the definitions herein relating thereto; 
  

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 (ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (iii)
a statement that, in the judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been
complied with; and 
 (iv) a statement as to whether, in the opinion of each such signatory, such condition or
covenant has been complied with. 
 (b) (i) Prior to the deposit with the Indenture Trustee of any Collateral or other property
or securities that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuing Entity shall, in addition to any obligation imposed in Section 12.1(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuing Entity of the Collateral or
other property or securities to be so deposited. 
 (ii) Whenever the Issuing Entity is required to furnish to
the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, the Issuing Entity shall also deliver to the Indenture Trustee an Independent
Certificate as to the same matters, if the fair value to the Issuing Entity of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then current fiscal year
of the Issuing Entity, as set forth in the certificates delivered pursuant to clause (i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with
respect to any securities so deposited, if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes. 

(iii) Other than with respect to the release of any Warranty Receivables, Administrative Receivables or Defaulted
Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person
signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the security under this
Indenture in contravention of the provisions hereof. 
 (iv) Whenever the Issuing Entity is required to furnish
to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, the Issuing Entity shall also furnish to the Indenture Trustee an
Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than Warranty Receivables, Administrative Receivables or Defaulted Receivables, or securities released from the lien of
this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the Notes,
but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding
Amount of the Notes. 
  

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 (v) Notwithstanding Section 2.9 or any other provision of this
Section 12.1, the Issuing Entity may (A) collect, liquidate, sell or otherwise dispose of Receivables and related Collateral Security and proceeds of both as and to the extent permitted or required by the Basic Documents,
(B) make cash payments out of the Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the Basic Documents and (C) take any other action not inconsistent with the TIA. 

SECTION 12.2 Form of Documents Delivered to Indenture Trustee. 

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

(b) Any certificate or opinion of an Authorized Officer of the Issuing Entity may be based, insofar as it relates to legal matters, upon
a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the
Servicer, the Depositor, the Issuing Entity or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor, the Issuing Entity or the Administrator, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 (d)
Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of
the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and
opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to
affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI. 

 

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 SECTION 12.3 Acts of Noteholders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or
taken by Noteholders or a series of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 12.3. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture
Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more
Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity in
reliance thereon, whether or not notation of such action is made upon such Note. 
 SECTION 12.4 Notices, etc., to Indenture
Trustee, Issuing Entity and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed
with: 
 (a) the Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or 
 (b) the Issuing
Entity by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile or email transmission (with hard copy to follow via first class mail) or mailed, by certified
mail, return receipt requested to the Issuing Entity and the Owner Trustee each at the address specified in Appendix B to the Trust Sale and Servicing Agreement. 

 

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 The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to
the Indenture Trustee and the Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuing Entity. 

(c) Notices required to be given to the Rating Agencies by the Issuing Entity, the Indenture Trustee or the Owner Trustee shall be
delivered as specified in Appendix B to the Trust Sale and Servicing Agreement. 
 (d) A notice delivered by email
or facsimile shall satisfy the requirement that such notice be written or in writing. 
 SECTION 12.5 Notices to Noteholders;
Waiver. 
 (a) Where this Indenture provides for notice to Noteholders of any condition or event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Person’s address as it appears on the Note Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder
shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually
received. 
 (b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person
entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such a waiver. 
 (c) In case, by reason of the suspension of regular mail
service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. 
 (d)
Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default. 

SECTION 12.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuing Entity may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this
Indenture for such payments or notices. The Issuing Entity shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements.

  

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 SECTION 12.7 Conflict with Trust Indenture Act. 

(a) If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this
Indenture by any of the provisions of the TIA, such required provision shall control. 
 (b) The provisions of
TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein. 
 SECTION 12.8 Effect of Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 12.9
Successors and Assigns. 
 (a) All covenants and agreements in this Indenture and the Notes by the Issuing Entity shall
bind its successors and assigns, whether so expressed or not. 
 (b) All covenants and agreements of the Indenture Trustee in
this Indenture shall bind its successors and assigns, whether so expressed or not. 
 SECTION 12.10 Severability. In case
any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 12.11 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the Noteholders and the Note Owners and any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or
equitable right, remedy or claim under this Indenture. 
 SECTION 12.12 Legal Holidays. 

If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this
Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such
nominal date. 
 SECTION 12.13 GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICT OF LAW PROVISIONS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  

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 SECTION 12.14 Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

SECTION 12.15 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such
recording is to be effected by the Issuing Entity and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. 

SECTION 12.16 No Recourse. 

(a) Each Noteholder will agree by acceptance of a Note (or interest therein) that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against: 

(i) the Indenture Trustee or the Owner Trustee in its individual capacity; 

(ii) any owner of a beneficial interest in the Issuing Entity; or 

(iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations
of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. 

(b) It is expressly understood that this Indenture has been executed by HSBC Bank USA National Association, not in its individual
capacity but solely as Owner Trustee on behalf of the Issuing Entity and except as expressly provided in the Basic Documents, none of the Depositor, the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in their respective individual
capacities, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, owners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Notes or this Indenture, it being expressly understood that said
covenants, obligations and indemnifications of the Issuing Entity have been made by the Issuing Entity alone. Each Noteholder or Note Owner by the acceptance of a Note (or beneficial interest therein) will agree that, except as expressly provided in
the Basic Documents, in the case of an Event of Default under this Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in this Indenture or in the Notes. 

 

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 (c) If any of the foregoing covenants of a Noteholder is prohibited by, or declared illegal
or otherwise unenforceable against or with respect to any Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any
Affiliate of the Depositor other than the Issuing Entity (“other assets”), each agrees by acceptance of a Note (or interest therein) that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in
all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set
forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code. 

SECTION 12.17 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by
accepting a Note (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the final distribution with respect to the Securities and, with respect to the Depositor,
the securities issued by each other trust formed by and each other financing by the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Depositor or the Issuing Entity under any Insolvency Law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or the
Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity. 

SECTION 12.18 Inspection. The Issuing Entity agrees that, on reasonable prior notice, it shall permit any representative of the
Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by
Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential
treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. 
  


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 SECTION 12.19 Indemnification of and Reimbursement of the Depositor and the Servicer.
The Indenture Trustee acknowledges and agrees to reimburse (i) the Servicer and its directors, officers, employees and agents in accordance with Section 7.3(b) of the Trust Sale and Servicing Agreement and (ii) the Depositor
and its directors, officers, employees and agents in accordance with Section 3.4 of the Trust Sale and Servicing Agreement. The Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the
Servicer’s obligation to indemnify, defend and hold the Indenture Trustee harmless as set forth in Section 7.1(a) of the Trust Sale and Servicing Agreement. 

SECTION 12.20 Successor Servicer. In the event that the Back-up Servicer or the Indenture Trustee shall be appointed as the
successor Servicer or Administrator, all of the rights, duties and obligations of the Back-up Servicer or Indenture Trustee as successor Servicer or Administrator pursuant to this Indenture and the other Basic Documents shall be subject to the
conditions, limitations and qualifications set forth in the Back-up Servicing Agreement (notwithstanding any termination of the Back-up Servicing Agreement). 

ARTICLE XIII 

COMPLIANCE WITH REGULATION AB 

SECTION 13.1 Intent of the Parties; Reasonableness. 

The Depositor and the Indenture Trustee acknowledge and agree that the purpose of this Article XIII is to facilitate compliance by the
Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith,
or for purposes other than the Depositor’s compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that
required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Depositor for information regarding the Indenture Trustee which is required in order to enable the Depositor to comply
with the provisions of Items 1103(a)(1), 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture or any indenture supplement. 

SECTION 13.2 Reporting Requirements. 

(a) If required of the Indenture Trustee by Regulation AB, the Indenture Trustee will deliver to the Depositor, the Owner Trustee and the
Servicer on or before March 1 of each year, beginning March 1, 2011, an officer’s certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Officer of the Indenture Trustee to the effect that
(i) a review of the Indenture Trustee’s activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under this Indenture has been made under such
Responsible Officer’s supervision and (ii) to such Responsible Officer’s knowledge, based on such review, the Indenture Trustee has fulfilled in all material respects all of its obligations under this Indenture throughout such
calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Officer and the nature and
status of such failure. If the Issuing Entity is not required to file periodic reports under the Exchange Act or otherwise required by law to file an officer’s certificate of the Indenture Trustee as to compliance, such officer’s
certificate may be delivered on or before April 1 of each calendar year. 
  

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 (b) If required of the Indenture Trustee under Regulation AB, the Indenture Trustee will:

 (i) deliver to the Depositor, the Owner Trustee and the Servicer, a report, dated as of December 31 of
the preceding calendar year, on its assessment of compliance with the minimum Servicing Criteria regarding general servicing, cash and collection administration, investor remittances and reporting and pool asset administration during the preceding
calendar year (or, in the case of the first year, since no later than the Closing Date), including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and 15d-18 of the Exchange Act
and Item 1122 of Regulation AB under the Securities Act. 
 (ii) cause a firm of registered public
accountants (the “Firm”) that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositor, Owner Trustee and the Servicer an attestation report that satisfies
the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year (or, in the case of the first year, since no later than the Closing
Date). Such attestation report will be addressed to the board of directors of the Servicer and the Depositor. Such attestation report will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act. The Firm may render other services to the Indenture Trustee, but the Firm must indicate in each attestation report that it is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act. 

(c) The reports referred to in Section 13.2(b) hereof shall be delivered on or before March 1 of each year that the
Issuing Entity is required to submit an annual report to the United States Securities and Exchange Commission on Form 10-K, beginning March 1, 2011. 

SECTION 13.3 Additional Representations and Warranties of the Indenture Trustee. 

The Indenture Trustee shall be deemed to represent to the Depositor, as of the date on which information is provided to the Depositor
under Section 7.4 that, except as disclosed in writing to the Depositor prior to such date to the best of its knowledge, but without independent investigation: (i) neither the execution, delivery and performance by the Indenture
Trustee of this Indenture or any indenture supplement, the performance by the Indenture Trustee of its obligations under this Indenture or any indenture supplement nor the consummation of any of the transactions by the Indenture Trustee contemplated
thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation
would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture or any indenture supplement, or of any judgment or order applicable to the Indenture Trustee; and (ii) there are no
proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right,
power and authority of the Indenture Trustee to enter into this Indenture or any indenture supplement or to perform its obligations under this Indenture or any indenture supplement. 

 

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 Section 13.4 Information to be Provided by the Indenture Trustee. The Indenture
Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding the Indenture Trustee as is requested for the purpose of compliance with Item 1117 of Regulation AB, and
(ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation
AB. 
 The Indenture Trustee shall (i) upon request provide to the Depositor such information regarding the Indenture
Trustee as is requested for the purpose of compliance with Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such
information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: 

(a) the Indenture Trustee’s name and form of organization; 

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

 

	 	(i)	the sponsor; 

  

	 	(ii)	any depositor; 

  

	 	(iii)	the issuing entity; 

  

	 	(iv)	any servicer; 

  

	 	(v)	any trustee; 

  

	 	(vi)	any originator; 

  

	 	(vii)	any significant obligor; 

  

	 	(viii)	any enhancement or support provider; and 

  

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	 	(ix)	any other material transaction party. 


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

* * * * * 
  

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

			
	ALLY MASTER OWNER TRUST
		
	By:	 	 HSBC Bank USA, National Association,
not in its individual capacity but solely as Owner Trustee

		
	By:	 	 /s/ Chi S. Le

		 	 Name: Chi S. Le

		 	 Title: Vice President

	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee
		
	By:	 	 /s/ Marianna C. Stershic

		 	  Name: Marianna C. Sterschic

		 	  Title: Vice President



  

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 EXHIBIT A 

TRANSFER CERTIFICATE 

Ally Wholesale Enterprises LLC 
 Corporation
Trust Center 
 1209 Orange Street 

Wilmington, DE 19801 
 Wells Fargo Bank,
National Association 
 Sixth and Marquette 

MAC N9311-161 
 Minneapolis, MN 55480 

as Indenture Trustee for 

Ally Master Owner Trust 
 Ladies
and Gentlemen: 
 In connection with the purchase of a Note subject to Section 2.15 of the Indenture dated as of
February 12, 2010 (the “Unregistered Note”) of the Ally Master Owner Trust, the undersigned buyer (“Buyer”) hereby acknowledges, represents and agrees that: 

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








			
	(c)	  	
		
		  	 [CHECK ONE]

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


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

 Ex. A-2 









			
	  

	Print Name of Buyer
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
	Date:	 	  




 

 Ex. A-3 








 APPENDIX A 

ADDITIONAL REPRESENTATIONS AND WARRANTIES 

1. This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the related
Vehicle Collateral Security described in clause (i) of the Granting Clause of the Indenture (the “Trust Assets”) in favor of the Indenture Trustee which security interest is prior to all other Liens and is enforceable as
such against creditors and purchasers from the Trust. 
 2. All steps necessary to perfect the Trust’s security interest
against each Obligor in the Trust Assets securing the Receivables have been taken. 
 3. The Receivables constitute
“accounts,” “chattel paper” or “payment intangibles” within the meaning of the applicable UCC, subject to Section 6.03 of the Pooling and Servicing Agreement. 

4. The Trust owns and has good and marketable title to the Trust Assets free and clear of any Liens. The Trust has received all consents
and approval required by the terms of the Trust Assets to the pledge of the Trust Assets to the Indenture Trustee. 
 5. The
Trust has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Assets
granted to the Indenture Trustee under this Agreement. 
 6. The Custodian, has in its possession the Eligible Receivables Files
and holds them in accordance with its customary procedures and any and all other documents that the Servicer or the Depositor shall keep on file, in accordance with its customary procedures, relating to the Eligible Receivables. All financing
statements filed or to be filed against the Trust in favor of the Indenture Trustee in connection herewith describing the Trust Assets contain a statement to the following effect: “A purchase of or security interest in any collateral described
in this financing statement will violate the rights of the Secured Party.” 
 7. Other than the security interest granted
to the Indenture Trustee under this Agreement and as contemplated by Section 6.03 of the Pooling and Servicing Agreement, the Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust
Assets, and has not authorized the filing of and none is aware of any financing statements that include a description of collateral covering the Trust Assets other than any financing statement (i) relating to the security interest granted to
Ally Wholesale Enterprises LLC, the Issuing Entity and the Indenture Trustee under the Basic Documents, (ii) that has been terminated, or (iii) that names the Trust as secured party. The Trust is not aware of any judgment or tax lien
filings against the Trust. 
 8. The representations, warranties and certifications contained in paragraphs 1-7 above shall
survive the pledge of the Trust Assets to the Indenture Trustee. No failure or delay on the part of the Indenture Trustee in exercising any right, remedy, power or privilege with respect to this Indenture shall operate as a waiver thereof nor shall
any single or partial exercise of any right, remedy, power or privilege with respect to this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.