EX-10.4




 Exhibit 10.4 

SANTANDER DRIVE AUTO RECEIVABLES TRUST 2021-3 

AMENDED AND RESTATED 

TRUST AGREEMENT 
 between

 SANTANDER DRIVE AUTO RECEIVABLES LLC, 

as the Seller 
 and

 WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as the Owner Trustee 

Dated as of July 21, 2021 












							
	TABLE OF CONTENTS	 
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	 
			
	 SECTION 1.1.
	 	 Capitalized Terms
	  	 	1	 
	 SECTION 1.2.
	 	 Other Interpretive Provisions
	  	 	1	 
		
	 ARTICLE II ORGANIZATION
	  	 	2	 
			
	 SECTION 2.1.
	 	 Name
	  	 	2	 
	 SECTION 2.2.
	 	 Office
	  	 	2	 
	 SECTION 2.3.
	 	 Purposes and Powers
	  	 	2	 
	 SECTION 2.4.
	 	 Appointment of the Owner Trustee
	  	 	3	 
	 SECTION 2.5.
	 	 Initial Capital Contribution of Trust Estate
	  	 	3	 
	 SECTION 2.6.
	 	 Declaration of Trust
	  	 	3	 
	 SECTION 2.7.
	 	 Organizational Expenses; Liabilities of the Holders
	  	 	4	 
	 SECTION 2.8.
	 	 Title to the Trust Estate
	  	 	4	 
	 SECTION 2.9.
	 	 Representations and Warranties of the Seller
	  	 	4	 
	 SECTION 2.10.
	 	 Situs of Issuer
	  	 	5	 
	 SECTION 2.11.  
	 	 Covenants of the Certificateholders
	  	 	5	 
	 SECTION 2.12.
	 	 Federal Income Tax Allocations
	  	 	5	 
		
	 ARTICLE III CERTIFICATES AND TRANSFER OF CERTIFICATES
	  	 	6	 
			
	 SECTION 3.1.
	 	 Initial Ownership
	  	 	6	 
	 SECTION 3.2.
	 	 Authorization of the Certificates
	  	 	6	 
	 SECTION 3.3.
	 	 Book-Entry Certificates
	  	 	6	 
	 SECTION 3.4.
	 	 Notices to Clearing Agency
	  	 	8	 
	 SECTION 3.5.
	 	 Definitive Certificates
	  	 	8	 
	 SECTION 3.6.
	 	 Registration of the Certificates
	  	 	9	 
	 SECTION 3.7.
	 	 Transfer of the Certificates
	  	 	10	 
	 SECTION 3.8.
	 	 Appointment of the Certificate Paying Agent
	  	 	19	 
	 SECTION 3.9.
	 	 Maintenance of Office or Agency
	  	 	19	 
	 SECTION 3.10.
	 	 Relevant Trustee
	  	 	20	 
	 SECTION 3.11.
	 	 Statement to Certificateholders
	  	 	20	 
		
	 ARTICLE IV ACTIONS BY OWNER TRUSTEE
	  	 	21	 
			
	 SECTION 4.1.
	 	 Prior Notice to Certificateholders with Respect to Certain Matters
	  	 	21	 
	 SECTION 4.2.
	 	 Action by Certificateholders with Respect to Certain Matters
	  	 	21	 
	 SECTION 4.3.
	 	 Action by Certificateholders with Respect to Bankruptcy
	  	 	21	 
	 SECTION 4.4.
	 	 Restrictions on Certificateholders’ Power
	  	 	22	 
	 SECTION 4.5.
	 	 Acts of Certificateholders; Majority Control
	  	 	22	 
		
	 ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	  	 	23	 
			
	 SECTION 5.1.
	 	 Application of Trust Funds
	  	 	23	 
	 SECTION 5.2.
	 	 Method of Payment
	  	 	23	 
	 SECTION 5.3.
	 	 Tax Matters
	  	 	24	 


  
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	 TABLE OF CONTENTS

(continued)
	 
	 	 	 	  	Page	 
	 SECTION 5.4.
	 	 Certificate Distribution Account
	  	 	25	 
	 SECTION 5.5.
	 	 Withholding
	  	 	25	 
	 SECTION 5.6.
	 	 Preservation of Information; Communications to Certificateholders
	  	 	26	 
	 SECTION 5.7.
	 	 Rule 144A Information
	  	 	26	 
		
	 ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE
	  	 	27	 
			
	 SECTION 6.1.
	 	 General Authority
	  	 	27	 
	 SECTION 6.2.
	 	 General Duties
	  	 	27	 
	 SECTION 6.3.
	 	 Action upon Instruction
	  	 	27	 
	 SECTION 6.4.
	 	 No Duties Except as Specified in this Agreement or in Instructions
	  	 	28	 
	 SECTION 6.5.
	 	 No Action Except under Specified Documents or Instructions
	  	 	29	 
	 SECTION 6.6.
	 	 Restrictions
	  	 	29	 
		
	 ARTICLE VII CONCERNING OWNER TRUSTEE
	  	 	29	 
			
	 SECTION 7.1.
	 	 Acceptance of Trusts and Duties
	  	 	29	 
	 SECTION 7.2.
	 	 Furnishing of Documents
	  	 	32	 
	 SECTION 7.3.
	 	 Notice of Events of Default and Servicer Replacement Event
	  	 	32	 
	 SECTION 7.4.
	 	 Representations and Warranties
	  	 	33	 
	 SECTION 7.5.
	 	 Reliance; Advice of Counsel
	  	 	33	 
	 SECTION 7.6.
	 	 Not Acting in Individual Capacity
	  	 	34	 
	 SECTION 7.7.
	 	 The Owner Trustee May Own Notes
	  	 	34	 
	 SECTION 7.8.
	 	 Compliance with Applicable Law
	  	 	34	 
		
	 ARTICLE VIII COMPENSATION OF OWNER TRUSTEE
	  	 	35	 
			
	 SECTION 8.1.
	 	 The Owner Trustee’s Compensation
	  	 	35	 
	 SECTION 8.2.
	 	 Indemnification
	  	 	36	 
	 SECTION 8.3.
	 	 Payments to the Owner Trustee
	  	 	37	 
		
	 ARTICLE IX TERMINATION OF TRUST AGREEMENT
	  	 	37	 
			
	 SECTION 9.1.
	 	 Dissolution of Issuer
	  	 	37	 
	 SECTION 9.2.
	 	 Termination of Trust Agreement
	  	 	38	 
	 SECTION 9.3.
	 	 Limitations on Termination
	  	 	38	 
		
	 ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	  	 	38	 
			
	 SECTION 10.1.
	 	 Eligibility Requirements for the Owner Trustee
	  	 	38	 
	 SECTION 10.2.
	 	 Resignation or Removal of the Owner Trustee
	  	 	39	 
	 SECTION 10.3.
	 	 Successor Owner Trustee
	  	 	39	 
	 SECTION 10.4.
	 	 Merger or Consolidation of the Owner Trustee
	  	 	40	 
	 SECTION 10.5.  
	 	 Appointment of Co-Trustee or Separate Trustee
	  	 	40	 


  
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	 TABLE OF CONTENTS

(continued)
	 
	 	 	 	  	Page	 
		
	 ARTICLE XI MISCELLANEOUS
	  	 	42	 
			
	 SECTION 11.1.
	 	 Amendments
	  	 	42	 
	 SECTION 11.2.
	 	 No Legal Title to Trust Estate in Certificateholders
	  	 	43	 
	 SECTION 11.3.
	 	 Limitations on Rights of Others
	  	 	43	 
	 SECTION 11.4.
	 	 Notices
	  	 	43	 
	 SECTION 11.5.
	 	 Severability
	  	 	44	 
	 SECTION 11.6.
	 	 Separate Counterparts and Electronic Signature
	  	 	44	 
	 SECTION 11.7.
	 	 Successors and Assigns
	  	 	44	 
	 SECTION 11.8.
	 	 No Petition
	  	 	44	 
	 SECTION 11.9.
	 	 Information Request
	  	 	46	 
	 SECTION 11.10.
	 	 Headings
	  	 	46	 
	 SECTION 11.11.
	 	 GOVERNING LAW
	  	 	46	 
	 SECTION 11.12.
	 	 Waiver of Jury Trial; Submission to Jurisdiction
	  	 	46	 
	 SECTION 11.13.
	 	 Form 10-D and Form
10-K Filings
	  	 	47	 
	 SECTION 11.14.
	 	 Form 8-K Filings
	  	 	47	 
	 SECTION 11.15.
	 	 Information to Be Provided by the Owner Trustee
	  	 	47	 
	 SECTION 11.16.
	 	 Third-Party Beneficiaries
	  	 	48	 

 Exhibit A – Form of Certificate 

Exhibit B – Form of Registration of Certificate Transfer Direction Letter 

  
 -iii- 












 This AMENDED AND RESTATED TRUST AGREEMENT is made as of July 21, 2021 (as
amended, supplemented or otherwise modified and in effect from time to time, this “Agreement” or this “Trust Agreement”) between SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as
the Seller (the “Seller”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as the owner trustee (“Wilmington Trust” and in such capacity the “Owner Trustee”). 

RECITALS 
 WHEREAS, the
Seller and the Owner Trustee entered into that certain trust agreement dated as of December 30, 2020 (the “Original Trust Agreement”) and filed a certificate of trust with the Secretary of State of the State of Delaware,
pursuant to which the Issuer (as defined below) was created; and 
 WHEREAS, in connection with the issuance of the Notes, the parties have
agreed to amend and restate the Original Trust Agreement; 
 NOW THEREFORE, IN CONSIDERATION of the mutual agreements herein contained, and
of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 

ARTICLE I 
 DEFINITIONS

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

  

					
		  		  	Amended and Restated Trust Agreement (SDART 2021-3)













 ARTICLE II 

ORGANIZATION 
 SECTION
2.1. Name. The trust created under the Original Trust Agreement shall be known as “Santander Drive Auto Receivables Trust 2021-3” (the “Issuer”), in which name the Owner
Trustee, the Administrator or the Servicer (to the extent set forth in the Transaction Documents) may conduct the business of such trust, make and execute contracts and other instruments on behalf of such trust and sue and be sued. 

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

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

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

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

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

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

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

  

					
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 Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the
foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this
Agreement or the other Transaction Documents. 
 SECTION 2.4. Appointment of the Owner Trustee. The Seller hereby appoints the
Owner Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein. The Owner Trustee accepts such appointment. 

SECTION 2.5. Initial Capital Contribution of Trust Estate. As of the date of the Original Trust Agreement, the Seller sold,
assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate
and shall be deposited in the Collection Account. 
 SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares that it
will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer under the Transaction Documents. It is the intention of the parties
hereto that the Issuer constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, solely for United States
federal income or state and local income, franchise and value added tax purposes, so long as there is a single beneficial owner of the Certificates, the Issuer will be disregarded as an entity separate from such beneficial owner and the Notes will
be characterized as debt. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer will not file or cause to be filed annual or other necessary returns, reports or other forms consistent with the characterization
of the Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for United States federal income tax purposes, the Issuer will file returns, reports and other forms consistent with
the characterization of the Issuer as a partnership (that is not treated as a publicly traded partnership), and this Agreement may be amended to include such provisions as may be required under Subchapter K of the Code. No election will be made
by or on behalf of the Issuer to be classified as an association taxable as a corporation for United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein
and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer. It is the intention of the parties hereto that except as expressly stated herein, the affairs of the Trust shall
be managed by the Administrator pursuant to the Administration Agreement. The Owner Trustee has heretofore filed the Certificate of Trust with the Secretary of State of the State of Delaware as required by Section 3810(a) of the Statutory Trust
Statute, such filing hereby being ratified and approved in all respects. Notwithstanding anything herein or in the Statutory Trust Statute to the contrary, it is the intention of the parties hereto that (i) the Issuer constitute a
“business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code and (ii) the Issuer be and remain a separate legal entity under Delaware law. 

  

					
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 SECTION 2.7. Organizational Expenses; Liabilities of the Holders. 

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

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

(b)    Authorization and No Contravention. The execution, delivery and performance by the Seller of
each Transaction Document to which it is a party and the Underwriting Agreement (i) have been duly authorized by all necessary action on the part of the Seller and (ii) do not violate or constitute a default under (A) any applicable
law, rule or regulation, (B) its organizational documents or (C) any material agreement to which the Seller is a party or by which its properties are bound (other than violations of such laws, rules, regulations, organizational
instruments, agreements or documents which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or
the Seller’s ability to perform its obligations under, the Transaction Documents to which it is a party or the Underwriting Agreement). 

(c)    No Consent Required. No approval, authorization or other action by, or filing with, any
Governmental Authority is required in connection with the execution, delivery and performance by the Seller of any Transaction Document other than UCC filings and other than (i) approvals and authorizations that have previously been obtained
and filings which have previously been made and (ii) approvals, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the ability of the Seller to perform its obligations under the Underwriting
Agreement or the Transaction Documents to which it is a party. 
 (d)    Binding Effect. Each of
the Transaction Documents to which the Seller is a party and the Underwriting Agreement constitutes the legal, valid and binding 

  

					
		  	4	  	Amended and Restated Trust Agreement (SDART 2021-3)













 
obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable the rights of creditors of limited liability companies from time to time in effect or by general principles of equity or
other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity. 

(e)    No Proceedings. There are no actions, orders, suits or proceedings pending or, to the
knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the
issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek any determination or ruling that would materially and adversely affect the performance
by the Seller of its obligations under this Agreement or any of the other Transaction Documents. 

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

SECTION 2.10. Situs of Issuer. The Issuer shall be located in the State of Delaware (it being understood that the Issuer may have bank
accounts located and maintained outside of Delaware). 
 SECTION 2.11. Covenants of the Certificateholders. Each Certificateholder,
by becoming an owner of a Certificate and beneficial owner of the Issuer, hereby acknowledges and agrees (a) that the Certificateholder is subject to the terms, provisions and conditions of the Certificate and this Agreement, to which the
Certificateholder agrees to be bound; and (b) that it shall not take any position in such Certificateholder’s tax returns inconsistent with Section 2.6 herein and Section 2.14 of the
Indenture. 
 SECTION 2.12. Federal Income Tax Allocations. If the Certificates have more than one beneficial owner for United States
federal income tax purposes, then for United States federal income tax purposes each item of income, gain, loss, credit and deduction for a month shall be allocated to the Certificateholders as of the first Record Date following the end of such
month in proportion to their Percentage Interests on such Record Date. The Seller (or the Administrator in accordance with the Administration Agreement and Section 5.3) is authorized, in its sole discretion, (i) to modify the allocations
in this paragraph if necessary or appropriate for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders or otherwise comply with the requirements of the Code and (ii) to determine whether or not to make
any available tax elections such as an election under Sections 1278 or 754 of the Code. 

  

					
		  	5	  	Amended and Restated Trust Agreement (SDART 2021-3)













 ARTICLE III 

CERTIFICATES AND TRANSFER OF CERTIFICATES 

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

SECTION 3.2. Authorization of the Certificates. Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale
and Servicing Agreement, at the direction of the Seller, (a) one or more Book-Entry Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of
Cede & Co. or (b) one or more Definitive Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Seller. The
Certificates shall in the aggregate represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable. The signature of the Owner Trustee on behalf of the Issuer on the Certificates may be manual or facsimile. 

SECTION 3.3. Book-Entry Certificates. 

(a)    The Certificates, upon original issuance, may be issued, substantially in the form of Exhibit
A hereto, representing the Certificates to be delivered to the Certificate Registrar, as initial agent for the Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Certificates shall be issued in an aggregate nominal principal amount
of $100,000 (which shall be deemed to be the equivalent of 100,000 units), and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum principal amount of $5,000 and integral multiples of $1 in excess thereof. The
Issuer shall not issue any Certificate that would cause the aggregate nominal principal amount of all Certificates to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. No distributions of moneys to the
Certificateholders under the Transaction Documents shall be deemed to reduce the nominal principal amount of any Certificate prior to payment in full of all Notes; provided, however, that the final aggregate $100,000 distributed to the
Certificateholders under the Transaction Documents upon final distribution of the Trust Estate and termination of the Issuer pursuant to Sections 9.1 and 9.2 shall be deemed to repay the aggregate nominal principal amount of the
Certificates in full; provided, further, that any failure to pay in full the nominal principal amount of a Certificate on such final distribution date shall not result in any recourse to, claim against or liability of any Person for
such shortfall. Any amounts payable to the Certificateholders on or in respect of the Certificates under the Transaction Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests.
Unless the Seller directs otherwise pursuant to Section 3.2, such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC as the initial Clearing Agency,
and no Certificateholder will receive a Definitive Certificate representing such Certificateholder’s interest in such Certificate, except as provided in Section 3.5. Unless and until definitive, fully registered
Certificates (the “Definitive Certificates”) have been issued to the applicable Certificateholders pursuant to Section 3.2 or 3.5: 

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

  

					
		  	6	  	Amended and Restated Trust Agreement (SDART 2021-3)













 (ii) the Certificate Registrar, the Certificate Paying Agent, the Indenture
Trustee and the Owner Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the distribution or payment of amounts distributable or payable under the Transaction Documents and the giving of
instructions or directions hereunder) as the sole Certificateholders, and shall have no obligation to the Certificate Owners; 

(iii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of
this Section shall control; 
 (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Depository
Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.5, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due
under the Transaction Documents with regard to the Certificates to such Clearing Agency Participants; 
 (v) whenever this
Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified percentage of the Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to
the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the
beneficial interest in the Certificates; 
 (vi) owners of a beneficial interest in a Book-Entry Certificate will not be
entitled to have any portion of a Book-Entry Certificate registered in their names and will not be considered to be the Certificate Owners or Certificateholders of any Certificates under this Agreement; and 

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

  

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

In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to
Section 3.5, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Issuer, the Owner Trustee and the
Certificate Registrar. 
 SECTION 3.4. Notices to Clearing Agency. Whenever a notice or other communication to the Certificateholders
is required under this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.5, the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent,
as applicable, shall give all such notices and communications specified herein to be given to the Certificateholders to the Clearing Agency, and shall have no obligation to the Certificate Owners. 

SECTION 3.5. Definitive Certificates. 

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

  

					
		  	8	  	Amended and Restated Trust Agreement (SDART 2021-3)













 (b)    Subject to the transfer restrictions contained
herein and in the Certificates, any Holder of a Definitive Certificate may transfer all or any portion of the Percentage Interest (subject to the requirements set forth in Sections 3.3 and 3.7) evidenced by such Certificate upon
surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing
upon surrender of the Certificate to the Certificate Registrar accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such
signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached
hereto as Exhibit B, and (c) the documents required by Section 3.7(c) hereof. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the
Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and the Owner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver to such
Certificateholder, a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and
deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest and the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate
evidencing such transferee’s Percentage Interest. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its
customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat, for all purposes whatsoever (other than as required by
Section 3.7 or under applicable law), the Person in whose name any Certificate is registered as the owner of the Percentage Interest evidenced by such Certificate without regard to any notice to the contrary. 

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

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

  

					
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 SECTION 3.7. Transfer of the Certificates. 

(a)    A Certificateholder may assign, convey or otherwise transfer all or any of its right, title and
interest in the related Certificate, subject to the restrictions set forth in Section 3.5 and this Section 3.7. By accepting and holding a Certificate (or any interest therein), the holder thereof
(and, if the holder is a Plan, its fiduciary) shall be deemed to have represented and warranted that it is not, and is not purchasing the Certificate (or any interest therein) on behalf of or with any assets of, a Benefit Plan or Plan that is
subject to Similar Law. Subject to the transfer restrictions contained herein and in the Certificate, each Certificateholder may transfer all or any portion of the Percentage Interest evidenced by such Certificate upon delivery to the Certificate
Registrar of the documents required by Section 3.5 and this Section 3.7 and, in the case of a Definitive Certificate, surrender of such Definitive Certificate to the Certificate Registrar. Such
transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon (i) in the case of a Definitive Certificate, surrender of such Certificate to the Certificate Registrar accompanied by
(x) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the
instrument of transfer as the Certificate Registrar may reasonably require and (y) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (ii) delivery of the documents
required by clause (c) hereof and such other documentation as may be required by the Certificate Registrar or the Owner Trustee to comply with Applicable Law (as defined in Section 7.8). No transfer will be
effectuated hereunder by the Certificate Registrar or the Owner Trustee unless each of the Certificate Registrar and the Owner Trustee has received the transfer documentation required by it hereunder. Promptly upon the receipt of such documents and,
in the case of a Definitive Certificate, receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the
Certificate Register and, in the case of a Definitive Certificate, the Owner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, to such Certificateholder a Certificate evidencing such Percentage Interest. As a
condition precedent to any registration of transfer under this Section 3.7, the Certificate Registrar may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges
required to be paid in connection with such transfer. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such
transferor, a new Certificate evidencing such transferor’s new Percentage Interest. Subsequent to a transfer and upon the issuance of a new Definitive Certificate or Definitive Certificates, the Certificate Registrar shall cancel and destroy
the Definitive Certificate surrendered to it in connection with such transfer. Unless otherwise provided under applicable law, the Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat the Person in whose name any
Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, without regard to any notice to the contrary. 

  

					
		  	10	  	Amended and Restated Trust Agreement (SDART 2021-3)













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

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

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

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

(3)    [Reserved.] 

(4)    It (and any Person for which it holds Certificates as agent or nominee) understands that no
subsequent transfer of the Certificates (or any interest therein) is permitted unless such transfer is of a Certificate with a Percentage Interest of more than 5% (or of an interest in a Certificate representing a Percentage Interest of more than
5%). 
 (5)    Each registered owner of and, if different, each owner of a beneficial interest in, a
Certificate is a “United States person” (as defined in Section 7701(a)(30) of the Code) and shall deliver to the Owner Trustee, the Administrator, the Indenture Trustee and the Certificate Paying Agent two properly completed and duly
executed originals of U.S. Internal Revenue Service Form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding, or other information or
documentation requested by the Administrator, the Indenture 

  

					
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Trustee, the Certificate Paying Agent or the Owner Trustee to determine, in its sole discretion, that payments on such Certificates will not be subject to withholding under U.S. tax law. Further,
in the event of any subsequent transfer of a Certificate (or any interest therein), such owner of a beneficial interest shall comply with Section 1446(f) of the Code (including with respect to deducting and withholding from the purchase price
paid in respect of such Certificate unless the transferee obtained a certificate providing for an exemption from such withholding). 

(6)    (A) It shall provide to the Administrator on behalf of the Issuer and the Depositor any further
information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Certificate, such
beneficial owner shall provide to the Administrator on behalf of the Issuer and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any
corresponding provision of state law) and, to the extent the Issuer determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee
as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of state law). 

(7)    No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so
held) if (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded
Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385
Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the
Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes
such Domestic Corporation). No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it results in the Issuer becoming an entity disregarded as separate from a Domestic Corporation for
U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded
Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the
consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any
Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer as a Section 385 Controlled Partnership or a disregarded entity for purposes of
applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of
this paragraph). 

  

					
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 (8)    It (and any Person for which it holds
Certificates as agent or nominee) understands that any attempted transfer that contravenes any provisions of Section 3.5(b), Section 3.7(c) or Section 3.7(h) shall be a
void transfer ab initio. 
 (9)    The transferee is either (a) an Affiliate of the Seller or
is acquiring its interest in the Certificates as part of the initial distribution or any redistribution of the Certificates by the Seller or one of its Affiliates or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of
the Certificates (other than a sale of the Certificates by the Seller or any of its Affiliates as part of the initial distribution or any redistributions of the Certificates by the Seller or any of its Affiliates) to it is being made in reliance on
the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole
investment discretion. 
 (10)    The transferee understands that the Certificates will bear a legend
that complies with Section 3.7(e). 
 (11)    The transferee understands that
the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in
the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Trust Agreement. The transferee acknowledges
that no representation is being made by the Issuer as to the availability of any exemption under the Securities Act or any applicable State securities laws for resale of the Certificates. 

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

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

  

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

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

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

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

(18)    The transferee acknowledges that in connection with the transfer of the Certificates (a) none
of the Issuer, the Servicer, the Seller, the Indenture Trustee, nor the Owner Trustee is acting as a fiduciary or financial or investment adviser for the transferee, (b) the transferee is not relying (for purposes of making any investment
decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Servicer, the Seller, the Indenture Trustee or the Owner Trustee other than in the most current offering memorandum for such Certificates
and any representations expressly set forth in a written agreement with such party, (c) none of the Issuer, the Servicer, the Seller, the Indenture Trustee, the Owner Trustee or any placement agent has given to the transferee (directly or
indirectly through any other person) any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax,
financial, accounting or otherwise) of its purchase or the documentation for the Certificates, (d) the transferee has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has
deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to this Trust Agreement) based upon its own judgment and upon any advice from such advisers as it has deemed
necessary and 

  

					
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not upon any view expressed by the Issuer, the Servicer, the Seller, the Indenture Trustee or the Owner Trustee, (e) the transferee has determined that the rates, prices or amounts and other
terms of the purchase and sale of the Certificates reflect those in the relevant market for similar transactions, (f) the transferee is purchasing the Certificates with a full understanding of all of the terms, conditions and risks thereof
(economic and otherwise), and is capable of assuming and willing to assume (financially and otherwise) these risks, and (g) the transferee is a sophisticated investor familiar with transactions similar to its investment in the Certificates.

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

(e)    Each Certificate shall bear a legend in substantially the following form, unless the Seller
determines otherwise in accordance with applicable law: 
 “THIS CERTIFICATE OR ANY INTEREST HEREIN HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR
(2) TO THE SELLER OR ANY OF ITS AFFILIATES AND BY THE SELLER OR ANY OF ITS AFFILIATES AS PART OF THE INITIAL DISTRIBUTION OR ANY REDISTRIBUTION OF THE CERTIFICATES BY THE SELLER OR ANY OF ITS AFFILIATES AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE 

  

					
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TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH
CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH
INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. 

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

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

  

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

(f)    If (1) a transfer or attempted or purported transfer of any Certificate or interest therein was
consummated in compliance with the provisions of this Section 3.7 on the basis of a materially incorrect certification from the transferor or purported transferee, or (2) the Certificateholder of any Certificate or
interest therein is in material breach of any representation or agreement set forth in any Certificate or any deemed representation or agreement of such Certificateholder, the Certificate Registrar, upon actual knowledge of such circumstances, will
not register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported
transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the
date of the purported transfer of such Certificate by such Certificateholder. 
 (g)    If (i) any
mutilated Certificate is surrendered to the Certificate Registrar, or (ii) the Certificate Registrar receives evidence to its satisfaction that any Certificate has been destroyed, lost or stolen, and upon proof of ownership satisfactory to the
Certificate Registrar together with such security or indemnity as may be requested by the Owner Trustee, the Indenture Trustee and the Certificate Registrar to save them harmless, the Owner Trustee shall execute on behalf of the Issuer, and the
Certificate Registrar shall authenticate and deliver, a new Certificate for the same Percentage Interest as the Certificate so mutilated, destroyed, lost or stolen, of like tenor and bearing a different issue number, with such notations, if any, as
the Certificate Registrar shall determine. Upon the issuance of any new Certificate under this Section 3.7, the Issuer, the Indenture Trustee, the Certificate Registrar or the Owner Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of the Certificate and any other reasonable expenses (including the reasonable fees and expenses of the Issuer, the Indenture
Trustee, the Certificate Registrar and the Owner Trustee) connected therewith. Any duplicate Certificate issued pursuant to this Section 3.7 shall constitute complete and indefeasible evidence of ownership in the Issuer, as
if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. 

  

					
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 (h)    No transfer of a Certificate (or any interest
therein) is permitted unless such transfer is of a Certificate with a Percentage Interest of 5% or more (or of an interest in a Certificate representing a Percentage Interest of 5% or more). 

(i)    No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so
held) if (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded
Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385
Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the
Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes
such Domestic Corporation). No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it results in the Issuer becoming an entity disregarded as separate from a Domestic Corporation for
U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded
Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the
consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any
Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer as a Section 385 Controlled Partnership or a disregarded entity for purposes of
applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of
this paragraph). 
 (j)    In the case of the first transfer of a Certificate that will result in the
Issuer being deemed to have more than one beneficial owner for United States federal income tax purposes, the Seller shall be entitled to request an Initial Certificate Transfer Opinion. 

(k)    The Certificate Registrar and the Owner Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed under this Trust Agreement or under applicable law with respect to any transfer of any interest in any Certificate (or interest therein) other than to require delivery
of the certificates and other documentation required to be delivered to such party pursuant to Sections 3.5(b) (to the extent that Definitive Certificates are issued) and 3.7(a), and to do so if and when expressly required by the terms
of this Trust Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

  

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

SECTION 3.9. Maintenance of Office or Agency. As long as any of the Certificates remain outstanding, the Issuer shall maintain an
office or agency where Certificates may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Certificates and this Agreement may be served. The Issuer hereby initially
designates the Corporate Trust Office of the Certificate Registrar for the purposes of surrendering Certificates for registration or exchange of Certificates, and the Corporate Trust 

  

					
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Office of the Owner Trustee for all other purposes. The Issuer shall give prompt written notice to the Certificateholders, the Indenture Trustee and the Owner Trustee of the location, and of any
change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee and the Owner Trustee with the address thereof, such surrenders, notices
and demands may be made or served at the applicable Corporate Trust Office, and the Issuer hereby appoints the Certificate Registrar as its agent to receive all such surrenders, and the Owner Trustee as its agent to receive all such notices and
demands. 
 SECTION 3.10. Relevant Trustee. Following the payment in full of principal of, and interest on, the Notes and receipt of
written notification from the Servicer, the Certificate Paying Agent shall assume the role of Relevant Trustee and shall perform the express obligations of the Relevant Trustee under the Sale and Servicing Agreement. All of the same rights,
protections, indemnities and immunities of Citibank, N.A. hereunder (individually and as Certificate Paying Agent) shall be equally applicable to Citibank, N.A. in its role as Relevant Trustee under the Transaction Documents. 

SECTION 3.11. Statement to Certificateholders. To the extent the Certificate Paying Agent has assumed the role of Relevant Trustee
pursuant to the terms of Section 3.10; 
 (a)    The Certificate Paying Agent
may make all reports or notices required to be provided by the Relevant Trustee under Section 4.6 of the Sale and Servicing Agreement available via its internet website; provided, however, that the Certificate Paying Agent
shall, if requested by the Administrator, deliver any such reports or notices in writing or via email to the Administrator. Any information that is disseminated in accordance with the provisions of this Section 3.11 shall
not be required to be disseminated in any other form or manner. The Certificate Paying Agent will make no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. 

(b)    The Certificate Paying Agent’s internet website shall be initially located at
www.sf.citidirect.com or at such other address as shall be specified by the Certificate Paying Agent from time to time in writing to the Certificateholders, the Servicer, the Issuer or any Paying Agent. In connection with providing access to the
Certificate Paying Agent’s internet website, the Certificate Paying Agent may require registration and the acceptance of a disclaimer. The Certificate Paying Agent shall not be liable for the dissemination of information in accordance with this
Agreement. The Certificate Paying Agent shall notify Certificateholders in writing of any changes in the address or means of access to the internet website where the reports are accessible. 

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

  

					
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 ARTICLE IV 

ACTIONS BY OWNER TRUSTEE 

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

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

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

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

SECTION 4.3. Action by Certificateholders with Respect to Bankruptcy. 

(a)    The Issuer shall not, without the prior written consent of the Owner Trustee and 100% of the
Certificateholders, commence a Bankruptcy Event with respect to the Issuer. In considering whether to give or withhold written consent to the 

  

					
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Bankruptcy Event by the Issuer, the Owner Trustee, with the consent of the Certificateholders, shall consider the interests of the Noteholders in addition to the interests of the Issuer and
whether the Issuer is insolvent. The Owner Trustee shall have no duty to give such written consent to a Bankruptcy Event by the Issuer if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be
furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Issuer is then insolvent. The Owner Trustee shall not be personally liable to any Noteholder or
Certificateholder on account of the Owner Trustee’s good faith reliance on the provisions of this Section 4.3 and no Noteholder or Certificateholder shall have any claim for breach of fiduciary duty or otherwise
against the Owner Trustee for giving or withholding its consent to any such Bankruptcy Event. 

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

SECTION 4.4. Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the
Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the Transaction Documents or would be contrary to
Section 2.3, nor shall the Owner Trustee be obligated to follow any such direction, if given. 
 SECTION 4.5.
Acts of Certificateholders; Majority Control. 
 (a)    Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in
person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Owner Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Certificateholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Article VI) conclusive in favor of the Owner Trustee and the Issuer, if made in the manner provided in this
Section 4.5. 
 (b)    The fact and date of the execution by any person of any
such instrument or writing may be proved in any manner that the Owner Trustee deems sufficient. 

(c)    The ownership of Certificates shall be proved by the Certificate Register. 

(d)    Any request, demand, authorization, direction, notice, consent, waiver or other action by any
Certificateholder shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Owner Trustee or the Issuer in reliance
thereon, whether or not notation of such action is made upon such Certificate. 

  

					
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 (e)    Except as otherwise provided herein, to the
extent that there is more than one Certificateholder, any action which may be taken or consent or instructions which may be given by the Certificateholders under this Agreement may be taken by the Majority Certificateholders at the time of such
action. To the extent set forth in Section 9.24(a) of the Sale and Servicing Agreement, and subject to Sections 6.3(a) and 7.1 hereof, the Owner Trustee may act at the written direction of one or more
Certificateholders holding in the aggregate less than 50% of the Percentage Interests. To the extent the Owner Trustee is required to act at the direction of Certificateholders other than the Majority Certificateholders, and receives conflicting
directions from Certificateholders holding equal Percentage Interests, it shall act in accordance with the earliest-received such direction; provided, however, if more than one Certificateholder has directed the Owner Trustee in connection with a
request to pursue dispute resolution pursuant to Section 9.24(a) of the Sale and Servicing Agreement, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the Percentage Interests held by such directing
Certificateholders. 
 ARTICLE V 

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES 

SECTION 5.1. Application of Trust Funds. Deposits into the Certificate Distribution Account shall be made in accordance with the
provisions of the Indenture, the Sale and Servicing Agreement and this Agreement. On each Payment Date, to the extent Definitive Certificates have been issued, the Certificate Paying Agent shall withdraw from the Certificate Distribution Account and
distribute to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, all funds received in accordance with the provisions of the Indenture and this Agreement. Subject to the lien of the Indenture and
Section 5.5 of this Agreement, the Certificate Paying Agent shall promptly distribute to the Certificateholders all other amounts (if any) received by the Certificate Paying Agent on behalf of the Issuer in respect of the
Trust Estate (pro rata based on the Percentage Interest of each such Certificateholder). After the termination of the Indenture in accordance with its terms, the Certificate Paying Agent, in accordance with the written direction of the Administrator
pursuant to Section 9.1(a), shall distribute all amounts received (if any) by the Issuer, the Certificate Paying Agent and the Owner Trustee in respect of the Trust Estate to or at the direction of the Certificateholders
subject to Section 3808(e) of the Statutory Trust Statute. 
 SECTION 5.2. Method of Payment. Subject to the Indenture and the
Sale and Servicing Agreement, distributions required to be made to the Certificateholders on any Payment Date and all amounts received by the Issuer, the Indenture Trustee or the Owner Trustee on any other date that are payable to the
Certificateholders pursuant to this Agreement or any other Transaction Document shall be made to the Certificateholders by wire transfer, in immediately available funds, to the account of each Certificateholder designated by the Certificateholder to
the Certificate Paying Agent and the Indenture Trustee in writing. 

  

					
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 SECTION 5.3. Tax Matters. 

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

(b)    The Administrator shall prepare and deliver, or, at the request of the Administrator, the
Certificate Paying Agent shall deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule
K-1, if applicable) to enable each Certificateholder to prepare its United States federal and state income tax returns. 

(c)    In the event that the Issuer is classified as a partnership for United States federal income tax
purposes, the Depositor (or a U.S. affiliate of the Depositor if the Depositor is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Code (and any corresponding provision of state law) to the extent
allowed under the law (and as the tax matters partner for any applicable state or local tax purposes). The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to), to
the extent eligible, make the election under Section 6221(b) of the Code (and any corresponding provision of state law) with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and
notifications necessary to effectuate such election (including working with the Depositor to designate any designated individual required under the law). If the election described in the preceding sentence is not available, to the extent applicable,
the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) make the election under Section 6226(a) of the Code (and any corresponding provision of state law) with
respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer, Depositor and
Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and take any action it deems necessary or appropriate to
comply with the requirements of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of state law). Each Certificateholder and, if different, each beneficial owner of a
Certificate, shall promptly provide the Issuer, Depositor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (c) and otherwise comply with Sections
6221 through 6241 of the Code (and any corresponding provision of state law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses
(i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of state law) or (ii) suffered that
are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes with respect to and to comply with the rules under Sections
6221 through 6241 of the Code (or any corresponding provision of state law). 

  

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

SECTION 5.5. Withholding. 

(a)    If any withholding tax is imposed on the Issuer’s payment, distribution or allocation of income
to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.5; provided that the Owner Trustee, the Indenture Trustee or the Certificate Paying
Agent shall not have an obligation to withhold any such amount if and for so long as the Seller or a U.S. Affiliate of the Seller is the sole Certificateholder. The Owner Trustee, the Indenture Trustee or the Certificate Paying Agent is hereby
authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee, the
Indenture Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed
with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable
with respect to a payment, distribution or allocation of income, the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this Section 5.5.

 (b)    With respect to any and all payments to a Certificateholder, (i) the Certificateholder
will provide to the applicable withholding agent (including the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent), any documentation or certification required or reasonably appropriate for the such withholding agent to satisfy
its obligations with respect to FATCA, if any, and to determine whether any withholding tax may be required to be withheld pursuant to FATCA; and (ii) the Certificateholder acknowledges and agrees that the applicable withholding agent
(including, if applicable, the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent) shall have the 

  

					
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right to deduct and withhold any required U.S. withholding tax, including any withholding tax pursuant to FATCA, on any amounts payable with respect to the Certificates (without any corresponding
gross-up or other indemnification) if any such Certificateholder or beneficial owner either is subject to withholding under FATCA, fails to comply with the documentation requirements in clause (i), or
otherwise fails to establish a complete exemption from such withholding tax to the reasonable satisfaction of the applicable withholding agent (including, if applicable, the Owner Trustee, the Indenture Trustee or the Paying Agent). 

SECTION 5.6. Preservation of Information; Communications to Certificateholders. 

(a)    The Certificate Registrar shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Certificateholders received in its capacity as the Certificate Registrar and provide a copy thereof to the Owner Trustee and Certificate Paying Agent; provided, however, that so long as the Certificate Paying Agent is the
Certificate Registrar, no list separate from the Certificate Register shall be required to be provided to the Certificate Paying Agent. 

(b)    The Certificateholders may communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates. Upon receipt by the Certificate Registrar of any written request by three or more Certificateholders or by one or more Certificateholders holding in the aggregate more than 25% of the Percentage
Interests to receive a copy of the most current list of Certificateholders together with a copy of the communication that the applicant proposes to send, the Certificate Registrar shall, at the expense of the Issuer, distribute such list to the
requesting Certificateholders; provided, that the Certificate Registrar may elect not to afford the requesting Certificateholders access to the list of Certificateholders if it agrees to mail the desired communication or proxy, on behalf of and at
the expense of the requesting Certificateholders, to all Certificateholders. 
 (c)    The Certificate
Registrar shall promptly give notice to each Certificateholder of any change in the Indenture Trustee’s website pursuant to which the statement pursuant to Section 4.6 of the Sale and Servicing Agreement is made
available of which it has been provided notice pursuant to Section 4.6 of the Sale and Servicing Agreement. 

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

  

					
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 ARTICLE VI 

AUTHORITY AND DUTIES OF OWNER TRUSTEE 

SECTION 6.1. General Authority. The Owner Trustee is authorized and directed to execute and deliver (i) the Transaction Documents
to which the Issuer is named as a party and (ii) each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Issuer or the Owner Trustee is named as a party and any amendment thereto,
in each case, in such form as the Seller shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof, and at the written direction of the Seller, to execute on behalf of the Issuer and to direct the Indenture Trustee to
authenticate and deliver Class A-1 Notes in the aggregate principal amount of $329,000,000, Class A-2 Notes in the aggregate principal amount of $746,940,000, Class A-3 Notes in the aggregate principal amount of $355,690,000, Class B Notes in the aggregate principal amount of $341,880,000, Class C Notes in the aggregate principal amount of $356,130,000,
Class D Notes in the aggregate principal amount of $370,360,000 and Class E Notes in the aggregate principal amount of $163,820,000. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all
actions required of the Issuer pursuant to the Transaction Documents. The Owner Trustee is further authorized from time to time to take such action as the Seller, the Administrator or the Majority Certificateholders direct in writing with respect to
the Transaction Documents, except to the extent that this Agreement expressly requires the consent of each Certificateholder for such action. 

SECTION 6.2. General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its express
responsibilities under this Agreement and the other Transaction Documents to which it is a party. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Transaction
Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Issuer or the Owner Trustee hereunder or under any Transaction Document, and the Owner Trustee shall not be
liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement and shall have no duty to monitor the performance of the Administrator or any other Person under the Administration Agreement or
any other document. The Owner Trustee shall have no obligation to administer, service or collect the Receivables or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Receivables. 

SECTION 6.3. Action upon Instruction. 

(a)    Subject to Article IV, and in accordance with the Transaction Documents, the
Certificateholders may, by written instruction, direct the Owner Trustee or the Administrator in the management of the Issuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article
IV. The Owner Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Majority Certificateholders. Further, with respect to provisions hereunder that provide for instruction
by the Certificateholders, for so long as all outstanding Certificates are Book-Entry Certificates, if the Owner Trustee shall have notified the Certificateholders in writing of a proposed action and within 15 Business


  

					
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Days of such notice none of the Certificateholders shall have notified the Owner Trustee in writing that such Certificateholder has withheld consent or provided alternative instruction, the Owner
Trustee, in the place of Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Owner Trustee receives alternative written instruction from the Certificateholders with respect to
such matter, such subsequent instruction shall control unless the Owner Trustee has already acted at the instruction of the Administrator with respect to such matter. 

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

SECTION 6.4. No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or
obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated
hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.3; and no implied
duties (including fiduciary duties existing at law or in equity) or obligations shall be read into this Agreement or any Transaction Document against the Owner Trustee. The Owner Trustee shall have no responsibility for the preparation, correctness,


  

					
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accuracy, existence, or filing of any financing or continuation statement in any public office at any time or the validity, existence, perfection or maintenance of the perfection of any security
interest or lien granted to it or to the Issuer hereunder or under any Transaction Document, nor shall the Owner Trustee have any responsibility to monitor the performance of any collateral, or to prepare or file any tax (subject to
Section 5.3(a)), qualification to do business, license, Commission or other securities law filing, or other regulatory filing or report for the Issuer, or to record this Agreement or any Transaction Document. Wilmington
Trust nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Trust Estate that result from actions by, or claims against, Wilmington Trust that are not
related to the ownership or the administration of the Trust Estate or the Issuer. 
 SECTION 6.5. No Action Except under Specified
Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the Transaction Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3. 

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

ARTICLE VII 
 CONCERNING
OWNER TRUSTEE 
 SECTION 7.1. Acceptance of Trusts and Duties. 

(a)    The Owner Trustee accepts the trusts hereby created and agrees to perform its express duties
hereunder with respect to such trusts but only upon the terms of this Agreement. To the fullest extent permitted by law, neither the Owner Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties
(including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the
liability of or affording protection to the Owner Trustee shall be subject to the provisions of this Article. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the
Transaction Documents and this Agreement. The Owner Trustee shall not be personally liable or accountable 

  

					
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hereunder or under any Transaction Document under any circumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising from
(i) its own willful misconduct, bad faith or gross negligence in the performance of its express duties hereunder, (ii) the inaccuracy of any representation or warranty contained in Section 7.4 expressly made by
Wilmington Trust, in its individual capacity or (iii) the failure of Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4, in each case as determined by a court of
competent jurisdiction or otherwise agreed by the Servicer and Wilmington Trust. In particular, but not by way of limitation (and subject to the exemptions set forth in the preceding sentence): 

(1)    The Owner Trustee shall not be liable for any action taken, or error of judgment made, in good faith
by any officer or employee of the Owner Trustee. 
 (2)    The Owner Trustee shall not be personally
liable for the payment of any tax imposed on the Issuer or amounts that are includable in the federal gross income of the Certificateholders. 

(3)    No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise
incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder. 

(4)    The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the
Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Issuer, the Administrator, the Indenture Trustee, the Servicer or any other Person, and the Owner Trustee shall not be liable for monitoring, performing or
supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by
the Issuer, the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee, the Servicer or any other Person under such documents and may conclusively assume performance of the same absent written notice to the
contrary received by a Responsible Officer of the Owner Trustee. 
 (5)    The Owner Trustee shall not be
responsible for or in respect of the recitals herein, the validity, sufficiency or enforceability of this Agreement, the Notes or the Certificates or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency,
value or validity of the Trust Estate or for or in respect of the validity, sufficiency or enforceability of the Transaction Documents, the Notes or the Certificates or any other document contemplated hereby or thereby to which the Owner Trustee is
not a party in its individual capacity. 
 (6)    Notwithstanding anything contained herein or in any of
the Transaction Documents to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization
or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other 

  

					
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governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any
political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of
Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. 

(7)    The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it
in accordance with the instructions of the Majority Certificateholders (or Certificateholders other than the Majority Certificateholders pursuant to Section 9.24(a) of the Sale and Servicing Agreement), the Servicer, the
Seller or the Administrator. 
 (8)    The Owner Trustee shall not be under any duty to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or defend any investigation, proceeding or litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order
or written direction of the Certificateholders, unless such Certificateholders have offered to provide to the Owner Trustee, to the extent requested by the Owner Trustee, security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Owner Trustee therein or thereby. The permissive right of the Owner Trustee to perform any discretionary act or exercise any privilege enumerated in this Agreement or in any other Transaction Document shall
not be construed as a duty. The Owner Trustee shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any other Transaction Document other than for its gross negligence, bad faith or willful misconduct in
the performance of any such act. 
 (9)    Any funds deposited with the Owner Trustee hereunder may be
held in a non-interest bearing account, and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Certificateholders or
any other Person. 
 (10)    The Owner Trustee shall not be deemed to have actual knowledge of, and, to
the extent required hereunder to act, shall not be required to act upon (including the sending of any notice), any fact or event including any Default, Event of Default or Servicer Replacement Event unless a Responsible Officer of the Owner Trustee
has received written notice of such fact or event and such notice references the Issuer or this Agreement. The Owner Trustee shall not be deemed to have actual or constructive knowledge of publicly available information or information contained in
monthly distribution reports or other reports delivered under the Transaction Documents. Knowledge or information acquired by Wilmington Trust in its capacity as the Owner Trustee hereunder shall not be imputed to Wilmington Trust in any other role
which it may have under any other Transaction Document or under any other document, nor shall it be imputed to any affiliate, line of business or other division of Wilmington Trust (and vice versa). 

  

					
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 (b)    Under no circumstances shall the Owner Trustee be
personally liable hereunder for any indebtedness of the Issuer. 
 (c)    Under no circumstance shall the
Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer or any other Person hereunder or under the other Transaction Documents or any other agreement, document or certificate contemplated by
the foregoing. 
 (d)    In no event shall the Owner Trustee be liable for any damages in the nature of
punitive, special, indirect or consequential damages however styled, including lost profits, or for losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution,
nuclear or natural catastrophes or acts of God, epidemics or pandemics, quarantines, or shelter-in-place or any similar directive, guidance, policy or other action by
any Governmental Authority and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee; it being understood that the Owner Trustee shall use reasonable efforts which
are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances. 

(e)    In the event of the engagement of any accountants hereunder or pursuant hereto including in
connection with the performance of any agreed upon procedures or any audit related to the activities of the Issuer, the Owner Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any
report issued in connection with such engagement. Dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject to the consent of the accountants. 

SECTION 7.2. Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Transaction Documents. 

SECTION 7.3. Notice of Events of Default and Servicer Replacement Event. The Owner Trustee shall promptly upon receipt of a list of
Certificateholders from the Certificate Registrar give notice to each Certificateholder of any (a) Default or Event of Default of which a Responsible Officer of the Owner Trustee has been provided written notice pursuant to
Section 6.5 of the Indenture and (b) Servicer Replacement Event of which a Responsible Officer of the Owner Trustee has been provided written notice pursuant to Section 7.1 of the Sale and
Servicing Agreement. The Owner Trustee shall have no duty to investigate, verify or take any action to determine whether any Default, Event of Default or Servicer Replacement Event has in fact occurred and shall have no duty to make any
determination as to the materiality of any fact, matter or event, or to make any demand or claim for repurchase of Receivables. The Owner Trustee shall have no duty to enforce remedies for breaches of representations and warranties under any
Transaction Document. 

  

					
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 SECTION 7.4. Representations and Warranties. Wilmington Trust hereby represents and
warrants to the Seller for the benefit of the Certificateholders, that: 
 (a)    It is a national
banking association duly formed and validly existing under the federal laws of the United States of America and having an office within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement. 
 (b)    It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. 

(c)    This Agreement constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable
against the Owner Trustee in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting enforcement of the rights of
creditors of banks generally and to equitable limitations on the availability of specific remedies. 

(d)    Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the
transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment
or order binding on it, or constitute any default under its charter documents or by-laws. 
 SECTION
7.5. Reliance; Advice of Counsel. 
 (a)    The Owner Trustee may conclusively rely on and shall
incur no personal liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed
by the proper party or parties. The Owner Trustee shall not be responsible for the content or accuracy of any such document provided to the Owner Trustee and need not investigate, evaluate, verify or
re-calculate or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact of matter stated in any such document and may conclusively rely
as to the truth of the statements, facts (including the correctness of any numbers or calculations) and the correctness of the opinions expressed therein. The Owner Trustee may accept a certified copy of a resolution of the board of directors or
other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not
specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or
matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good 

  

					
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faith in reliance thereon. Prior to taking or refraining from taking any action hereunder, the Owner Trustee shall be entitled to request, receive, rely upon and act in accordance with,
officer’s certificates or opinions of counsel provided at the expense of the party requesting the Owner Trustee to take such action or inaction. 

(b)    In the exercise or administration of the trusts hereunder and in the performance of its duties and
obligations under this Agreement or the other Transaction Documents, the Owner Trustee (i) may act directly or through agents or attorneys, custodians or nominees, but the Owner Trustee shall not be personally liable for the conduct or
misconduct of such agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys selected in good faith and (ii) may consult with and conclusively rely upon the advice of counsel, accountants and other skilled
Persons knowledgeable in the relevant area to be selected in good faith and employed by it at the expense of the Issuer. The Owner Trustee shall not be personally liable for anything done, suffered or omitted in good faith by it in accordance with
the opinion or advice of any such counsel, accountants or other such Persons. 
 (c)    In connection
with the delivery of any information to the Owner Trustee by the Servicer or any other party to the Transaction Documents where the Owner Trustee is required to use such information in connection with the preparation or distribution of reports to
Certificateholders or other parties, the Owner Trustee is entitled to conclusively rely on the accuracy of all such information and shall not be required to investigate or reconfirm its accuracy and shall not be liable in any manner whatsoever for
any errors, inaccuracies or incorrect information resulting from the use of this information. 
 SECTION 7.6. Not Acting in Individual
Capacity. Except as provided in this Article VII, in accepting the trusts hereby created, Wilmington Trust acts solely as the Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner
Trustee by reason of the transactions contemplated by this Agreement or any Transaction Document shall look only to the Trust Estate for payment or satisfaction thereof. 

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

SECTION 7.8. Compliance with Applicable Law. 

(a)    Compliance with Patriot Act. In order to comply with laws, rules, regulations and executive
orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, including the Customer Identification Program requirements established under the Uniting and
Strengthening America by Providing Appropriate Tools Required 

  

					
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to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations (collectively, USA PATRIOT Act), the
Financial Crimes Enforcement Network’s (FinCEN) Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Law”),
the Owner Trustee is required to obtain, verify and record certain information relating to individuals and entities which establish or maintain a business relationship with the Owner Trustee. Accordingly, the Seller shall cause to be provided
to the Owner Trustee, upon its reasonable request from time to time such identifying information and documentation as may be available to the Seller in order to enable the Owner Trustee to comply with Applicable Law. 

Pursuant to Applicable Law, the Owner Trustee is required to obtain on or before closing, and from time to time thereafter,
documentation to verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Owner
Trustee will ask for documentation to verify the entity’s formation and existence, its financial statements, licenses, tax identification documents, identification and authorization documents from individuals claiming authority to represent the
entity and other relevant documentation and information (including beneficial owners of such entities). To the fullest extent permitted by Applicable Law, the Owner Trustee may conclusively rely on, and shall be fully protected in relying on, any
such information received from the Depositor with respect to the Issuer. Failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder, which, at the sole option of the Owner Trustee, may
result in the Owner Trustee’s resignation in accordance with the terms of Section 10.2 hereof. 

(b)    Compliance with AML Law. The parties hereto acknowledge that in accordance with AML Law, the
Certificate Paying Agent is required to obtain, verify, and record information relating to individuals and entities that establish a business relationship or open an account with the Certificate Paying Agent. Each party hereby agrees that it shall
provide the Certificate Paying Agent with such identifying information and documentation as the Certificate Paying Agent may request from time to time in order to enable the Certificate Paying Agent to comply with all applicable requirements of AML
Law. 
 ARTICLE VIII 

COMPENSATION OF OWNER TRUSTEE 

SECTION 8.1. The Owner Trustee’s Compensation. Compensation for all services rendered by Wilmington Trust under this Agreement
(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid to Wilmington Trust pursuant to Section 4.4(a) of the Sale and Servicing Agreement or
Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available Funds available therefor), in accordance with the terms of an applicable fee letter. Wilmington Trust shall, upon its request and in accordance
with an applicable fee letter, be reimbursed pursuant to 

  

					
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Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available
Funds available therefor), for all reasonable expenses, disbursements and advances incurred or made by Wilmington Trust in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such
agents, experts and counsel as Wilmington Trust may employ in connection with the exercise, enforcement and performance of its rights and its duties hereunder or amendments or modifications hereto, including but not limited to expenses related to
Sections 4.3 and 5.3 hereof), except any such expense that may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid in full from Available Funds pursuant to
Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (whether by application of the limitation set forth in Section 4.4(a) of the Sale and Servicing Agreement or otherwise), on or before
the Payment Date following the end of the Collection Period that includes the 30th day after the request therefor, such fees and reasonable expenses shall be paid by the Servicer pursuant to
Section 3.11 of the Sale and Servicing Agreement (without regard to such limitation). The provisions of this Section 8.1 shall survive the termination of this Agreement and the resignation or
removal of the Owner Trustee. 
 SECTION 8.2. Indemnification. Wilmington Trust in its individual capacity and as trustee (including
as Owner Trustee) and its successors, assigns, directors, officers, employees and agents (collectively, the “Indemnified Parties”) shall be indemnified, defended and held harmless by the Issuer and the Servicer, to the extent set
forth below, from and against any and all loss, liability, expense, tax, penalty, damage, judgment, cost, action, suit or claim (including reasonable attorney’s fees and expenses, court costs and other legal expenses, including but not limited
to those incurred in connection with the defense of any suit, claim, action or proceeding brought against the Trust or an Indemnified Party, or in connection with any suit, claim, action or proceeding brought by an Indemnified Party for enforcement
(including enforcement of its indemnification rights) or otherwise against the Seller, the Servicer or any other Person under the Transaction Documents) of any kind and nature whatsoever (collectively, “Expenses”) which may at any
time be imposed on, incurred by, or asserted against Wilmington Trust in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Transaction Documents, the Trust Estate, the
administration of the Trust Estate or the action or inaction of Wilmington Trust hereunder or the enforcement of their respective rights (including indemnification rights) under the Transaction Documents; provided, however, that
indemnification from and against any of the foregoing Expenses shall not be required if determined by a court of competent jurisdiction or otherwise agreed by the Servicer and Wilmington Trust to be arising or resulting from (i) Wilmington
Trust’s own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any representation or warranty contained in Section 7.4 expressly made by Wilmington Trust in its individual capacity, (iii) liabilities arising
from the failure of Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received
by the Owner Trustee and, until such determination, any such Indemnified Party shall be entitled to indemnification hereunder. Indemnification amounts payable hereunder shall be paid pursuant to Section 4.4(a) of the Sale and Servicing
Agreement or Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available Funds available therefor). To the extent not paid in full in accordance with the preceding sentence (whether by application of the
limitation set forth in 

  

					
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Section 4.4(a) of the Sale and Servicing Agreement or otherwise) on or before the Payment Date following the end of the Collection Period that includes the 30th day after the request therefor, such indemnification shall be paid by the Servicer pursuant to Section 3.11 of the Sale and Servicing Agreement (without regard to such
limitation). The provisions of this Section 8.2 shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee. 

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

TERMINATION OF TRUST AGREEMENT 

SECTION 9.1. Dissolution of Issuer. The Issuer shall wind up and dissolve upon the latest of (1) satisfaction and discharge of the
Indenture, (2) the Optional Purchase of the Trust Estate pursuant to the Sale and Servicing Agreement or (3) the final distribution from the Collection Account established pursuant to Section 4.1(a)(i) of the Sale
and Servicing Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of a Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of
the parties hereto. 
 (a)    Upon receipt of written notice from the Servicer of any dissolution and
termination of the Issuer, specifying the Payment Date upon which Certificateholders shall surrender their Certificates to the Certificate Registrar for payment of the final distribution and cancellation, and if the Certificate Registrar is notified
of a redemption of the Notes by the Administrator or the Issuer pursuant to Section 10.1(c) of the Indenture, the Certificate Registrar shall mail such notice to the Certificateholders within five (5) Business Days of
the Certificate Registrar’s receipt of such notice from the Servicer, Issuer or Administrator. Each such notice to a Certificateholder shall state (i) the Payment Date upon or with respect to which final payment of the Certificates shall
be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date
is not applicable and that payments are being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein specified. The Certificate Registrar shall give such notice to the Owner Trustee (if other
than the Certificate Registrar) and the Certificate Paying Agent (if other than the Certificate Registrar) at the time such notice is given to Certificateholders. Upon presentation and surrender of each Certificate, the Certificate Registrar or the
Certificate Paying Agent, at the written direction of the Administrator, shall cause to be distributed to such Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Payment Date pursuant to
Article V hereof. 

  

					
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 (b)    In the event that any of the Certificateholders
shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Certificate Registrar shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice any of the Certificates shall not have been surrendered for cancellation, the Certificate
Registrar may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates and the cost thereof shall be paid out of the funds and other assets that
shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust Estate after exhaustion of such remedies shall be distributed by the Certificate Paying Agent to the last Certificateholder of record
identified in the Certificate Register for each such remaining Certificate. 
 SECTION 9.2. Termination of Trust Agreement. Upon
dissolution of the Issuer, the Administrator shall wind up the business and affairs of the Issuer as required by Section 3808 of the Statutory Trust Statute. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate
from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Administrator, in the absence of actual
knowledge of any other claim against the Issuer, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Statutory
Trust Statute. The Certificate Paying Agent, upon surrender of the outstanding Certificates shall distribute the remaining Trust Estate (if any) in accordance with Article V hereof and, at the written direction and expense of the
Administrator, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute,
at which time the Issuer shall terminate and this Agreement (other than Article VIII) shall be of no further force or effect. 

SECTION 9.3. Limitations on Termination. Except as provided in Section 9.1, neither the Seller nor the
Certificateholders shall be entitled to revoke or terminate the Issuer. 
 ARTICLE X 

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL 

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

  

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

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

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this
Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees, expenses and indemnities (including any attorneys’ fees and
other legal costs and expenses incurred in connection with any petition for appointment of a successor Owner Trustee) owed to the outgoing Owner Trustee. The Seller shall provide (or shall cause to be provided) notice of such resignation or removal
of the Owner Trustee to each of the Rating Agencies. 
 SECTION 10.3. Successor Owner Trustee. Any successor Owner Trustee appointed
pursuant to Section 10.2 shall execute, acknowledge and deliver to the Seller, the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its 

  

					
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predecessor under this Agreement, with like effect as if originally named as the Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor
Owner Trustee all documents and statements and monies held by it under this Agreement; and the Seller and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. 
 No successor Owner
Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. 

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

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

  

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

(ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under
this Agreement; and 
 (iii) the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or
remove any separate trustee or co-trustee. 
 Any notice, request or other writing given to the
Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and copies thereof given to the Seller and the Administrator. 

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

  

					
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 ARTICLE XI 

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

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

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

(c)    Any term or provision of this Agreement may also be amended from time to time by the Seller and the
Owner Trustee, at the direction of the Administrator for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering
memorandum with respect to the 144A Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person, provided, however, that the Seller shall provide written notification of such
amendment to the Indenture Trustee and promptly after execution of any such amendment, the Seller shall furnish a copy of such amendment to the Indenture Trustee. 

(d)    Prior to the execution of any amendment pursuant to this Section 11.1, the
Seller shall provide written notification of the substance of such amendment to each Rating Agency and the Indenture Trustee; and promptly after the execution of any such amendment, the Seller shall furnish a copy of such amendment to each Rating
Agency and the Indenture Trustee; provided, that no amendment pursuant to this Section 11.1 shall be effective which affects the rights, protections or duties of the Indenture Trustee, the Certificate Paying Agent or
the Certificate Registrar without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). 

  

					
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 (e)    Prior to the execution of any amendment to this
Agreement or any other Transaction Document, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the other
Transaction Documents and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s
own rights, duties or immunities under this Agreement. 
 (f)    Notwithstanding subsections (a) and
(b) of this Section 11.1, this Agreement may only be amended by the Seller and the Owner Trustee at the direction of the Administrator if (i) the Majority Certificateholders, or, if 100% of the aggregate Percentage
Interests is then beneficially owned by Santander Consumer and/or its Affiliates, such Person (or Persons) consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Seller or an Opinion of
Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. In determining whether 100% of the aggregate Percentage Interests is then beneficially owned by Santander
Consumer and/or its Affiliates for purposes of clause (i), any party shall be entitled to rely on an Officer’s Certificate or similar certification of Santander Consumer or any Affiliate thereof to such effect. 

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

SECTION 11.4. Notices. 

(a)    Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in
writing and shall be deemed given by telecopy with receipt acknowledged by the recipient thereof or upon receipt personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested or via electronic transmission,
if to the Owner Trustee or to the Certificate Registrar or Certificate Paying Agent, addressed as specified on Schedule I to the Sale and Servicing Agreement; or, as to each party, at such other address as shall be designated by such party in
a written notice to each other party. 

  

					
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 (b)    Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Certificateholder as shall be designated by such party in a written notice to each other party. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not such Certificateholder receives such notice. 
 SECTION
11.5. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

SECTION 11.6. Separate Counterparts and Electronic Signature. This Agreement shall be valid, binding, and enforceable against a party
only when executed by an authorized individual on behalf of the party by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic
Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or
faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have
no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Notwithstanding the foregoing, with respect to any notice provided for in this
Agreement or any instrument required or permitted to be delivered hereunder, any party hereto receiving or relying upon such notice or instrument shall be entitled to request execution thereof by original manual signature as a condition to the
effectiveness thereof. 
 SECTION 11.7. Successors and Assigns. All covenants and agreements contained herein shall be binding upon,
and inure to the benefit of, the Seller, the Owner Trustee and its successors and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action
by the Certificateholders shall bind the successors and assigns of the Certificateholders. 
 SECTION 11.8. No Petition. 

(a)    To the fullest extent permitted by law each of the Owner Trustee (in its individual capacity), the
Seller, each Certificateholder, by accepting the Certificate, and the Indenture Trustee and each Noteholder or Note Owner by accepting the benefits of this Agreement, hereby covenants and agrees that prior to the date which is one year and


  

					
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one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such party shall not authorize any
Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such
Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote
Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join or institute, with any other Person, any
Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. Without limiting the foregoing, in no event shall the Owner
Trustee authorize, institute or join in any bankruptcy or similar Proceeding described in the preceding sentence other than in accordance with Section 4.3; provided, however, that the foregoing shall not
prevent the Owner Trustee from filing a proof of claim in any such Proceeding. 
 (b)    The
Seller’s obligations under this Agreement are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance
of and not in derogation of the foregoing, each of the Owner Trustee (in its individual capacity and as the Owner Trustee), by entering into or accepting this Agreement, each Certificateholder, by accepting a Certificate, and the Indenture Trustee
and each Noteholder or Note Owner, by accepting the benefits of this Agreement, hereby acknowledges and agrees that such Person has no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the
agreements and provisions contained in the preceding sentence, each of the Owner Trustee, the Indenture Trustee, each Noteholder or Note Owner and each Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets,
or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of
Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then such Person further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be
expressly subordinated to the indefeasible payment in full of all other obligations and liabilities, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from,
entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including
insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of
Section 510(a) of the Bankruptcy Code. Each of the 

  

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

(a)    The Owner Trustee shall provide any information regarding the Issuer in its possession reasonably
requested in writing by the Servicer, the Administrator, the Seller or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle. 

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

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

SECTION 11.12. Waiver of Jury Trial; Submission to Jurisdiction. 

Each of the parties hereto herby irrevocably and unconditionally: 

(a)    submits for itself and its property in any Proceeding relating to this Agreement or any documents
executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of Delaware, the courts of the United States of America for the
District of Delaware and appellate courts from any thereof; 

  

					
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 (b)    consents that any such Proceeding may be brought
and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c)    agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11.4 of this Agreement; 

(d)    agrees that nothing herein shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction; and 
 (e)    to the extent
permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter
arising hereunder or thereunder. 
 SECTION 11.13. Form 10-D and Form 10-K Filings. So long as the Seller is filing Exchange Act Reports with respect to the Issuer (i) no later than each Payment Date, the Owner Trustee shall notify the Seller of any Form 10-D Disclosure Item with respect to the Owner Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the
Seller and (ii) no later than March 15 of each calendar year, commencing March 15, 2022, the Owner Trustee shall notify the Seller in writing of any affiliations or relationships between the Owner Trustee and any Item 1119 Party;
provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. 

SECTION 11.14. Form 8-K Filings. So long as the Seller is filing Exchange Act Reports with
respect to the Issuer, the Owner Trustee shall promptly notify the Seller, but in no event later than four (4) Business Days after its occurrence, of any Reportable Event described in clause (e) of the definition thereof with
respect to the Owner Trustee of which a Responsible Officer of the Owner Trustee has actual knowledge (other than a Reportable Event described in clause (e) of the definition thereof as to which the Seller or the Servicer has actual
knowledge). The Owner Trustee shall be deemed to have actual knowledge of any such event solely to the extent that it relates to the Owner Trustee in its individual capacity or any action taken by the Owner Trustee (and not by someone else on its
behalf) under this Agreement. 
 SECTION 11.15. Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the
Seller and Santander Consumer with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated to a Responsible Officer of the Owner Trustee for the repurchase or replacement of any
Receivable pursuant to Section 3.4 of the Purchase Agreement and (ii) promptly upon reasonable request by the Seller or Santander Consumer, any other information reasonably requested by such Person to facilitate compliance by such
Persons with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Owner Trustee be deemed to be a “securitizer”


  

					
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as defined in Section 15G(a) of the Exchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for
making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents. 

SECTION 11.16. Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns and Citibank, N.A., in its capacity as Certificate Paying Agent, Indenture Trustee and Certificate Registrar shall be an express third-party beneficiary hereof and may enforce the provisions hereof as if
it were a party hereto. Except as otherwise provided in this Section, no other Person will have any right hereunder. 
 [Remainder of Page
Intentionally Left Blank] 

  

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

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
		
	By:	 	/s/ Brandt McCammon
	Name:	 	Brandt McCammon
	Title:	 	Assistant Vice President



  

					
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	SANTANDER DRIVE AUTO RECEIVABLES LLC
		
	By:	 	/s/ Mark McCastlain
	Name:	 	Mark McCastlain
	Title:	 	Vice President



  

					
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 Acknowledged and Agreed: 

 

			
	CITIBANK, N.A., as Indenture Trustee, Certificate Registrar and Certificate Paying Agent
		
	By:	 	/s/ Louis Piscitelli
	Name:	 	Louis Piscitelli
	Title:	 	Senior Trust Officer


 Acknowledged and Agreed with respect to Sections 8.1 and 8.2: 

 

			
	SANTANDER CONSUMER USA INC., as Servicer
		
	By:	 	/s/ Corey Henry
	Name:	 	Corey Henry
	Title:	 	Vice President



  

					
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 EXHIBIT A 

FORM OF CERTIFICATE 
 NUMBER 

R-______ 

Principal Amount of this Certificate: $[__________] 

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

deemed to be the equivalent of 100,000 units) 

Percentage Interest of this Certificate: [__]% 

[CUSIP NO. ____________] 
 [ISIN
____________] 
 SANTANDER DRIVE AUTO RECEIVABLES TRUST 2021-3 

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

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

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

  

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

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

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

  

					
		  	A-2	  	Amended and Restated
Trust Agreement (SDART 2021-3)













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

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

THIS CERTIFIES THAT _______________________________ is the registered owner of a ___% nonassessable, fully-paid, Percentage Interest in the
Trust Estate of SANTANDER DRIVE AUTO RECEIVABLES TRUST 2021-3, a Delaware statutory trust (the “Issuer”) formed by Santander Drive Auto Receivables LLC, a Delaware limited liability company,
as depositor (the “Seller”). 
 The Issuer was created pursuant to a trust agreement dated as of December 30, 2020 (as
amended and restated as of July 21, 2021, the “Trust Agreement”), between the Seller and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Sale and Servicing Agreement, dated as of July 21, 2021, between the
Seller, the Issuer, Citibank, N.A., as Indenture Trustee, and Santander Consumer USA Inc., as Servicer, as the same may be amended or supplemented from time to time. 

This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the
holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The provisions and conditions of the Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein. 

  

					
		  	A-3	  	Amended and Restated
Trust Agreement (SDART 2021-3)













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

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

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

  

					
		  	A-4	  	Amended and Restated
Trust Agreement (SDART 2021-3)













 By accepting this Certificate, the Certificateholder acknowledges that this Certificate
represents a Percentage Interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may
be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust Agreement or any other Transaction Document. 

  

					
		  	A-5	  	Amended and Restated
Trust Agreement (SDART 2021-3)













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

 

			
	SANTANDER DRIVE AUTO RECEIVABLES TRUST 2021-3
		
	By:	 	Wilmington Trust, National Association, not in its individual capacity, but solely as Owner Trustee
		
	By:	 	                
	Name:	 	
	Title:	 	



  

					
		  	A-6	  	Amended and Restated
Trust Agreement (SDART 2021-3)













 CERTIFICATE REGISTRAR’S CERTIFICATE OF AUTHENTICATION 

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

 

			
	CITIBANK, N.A., not in its individual capacity but solely as Certificate Registrar
		
	By:	 	                
	Name:	 	
	Title:	 	



  

					
		  	A-7	  	Amended and Restated
Trust Agreement (SDART 2021-3)













 ASSIGNMENT 

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

PLEASE INSERT SOCIAL SECURITYOR OTHER IDENTIFYING NUMBER OF ASSIGNEE 

[__________________] 
  

	
	    
	(Please print or type name and address, including postal zip code, of assignee)
	
	    
	the within Certificate, (Asset Backed Certificate No. R-__ issued by Santander Drive Auto Receivables Trust 2021-3), and all rights thereunder,
hereby irrevocably constituting and appointing


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

Dated:                     ,
20[        ] 
  

			
	[                        ]
		
	By:	 	                
	Name:	 	
	Title:	 	


  

	
	Guaranteed:
	
	                

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

  

					
		  	A-8	  	Amended and Restated
Trust Agreement (SDART 2021-3)













 EXHIBIT B 

FORM OF REGISTRATION OF CERTIFICATE TRANSFER DIRECTION LETTER PURSUANT TO THE TRUST AGREEMENT 

[_______], 2021 
 Wilmington Trust, National
Association, 
 as Owner Trustee 
 Rodney Square North 

1100 North Market Street 
 Wilmington, Delaware 19890-0001 

Facsimile: (302) 636-4140 

Attention: Corporate Trust Administration 
 Citibank, N.A., 

as Certificate Registrar 
 388 Greenwich Street 

New York, New York 10013 
 Attention: Santander Drive Auto
Receivables Trust 2021-3 
 Reference is hereby made to the Amended and Restated Trust Agreement,
dated as of July 21, 2021 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Seller (the “Seller”), and Wilmington Trust, National Association, as Owner Trustee (the “Owner
Trustee”), governing Santander Drive Auto Receivables Trust 2021-3 (the “Issuer”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Trust Agreement.

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

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



  

	 	2.	 Written instrument of transfer executed by Transferor with signature medallion guaranteed;1 


  

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



 

	 	4.	 [Form W-9] [applicable successor form] of Transferee; and



  

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



  

					
		  	B-1	  	Amended and Restated
Trust Agreement (SDART 2021-3)














	 	5.	 Wire transfer information of Transferee. 



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

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



 

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


  

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


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

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

  

					
		  	B-2	  	Amended and Restated
Trust Agreement (SDART 2021-3)













 
			
	[TRANSFEROR]
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	[TRANSFEREE]
		
	By:	 	 
	Name:	 	
	Title:	 	



  

					
		  	B-3	  	Amended and Restated
Trust Agreement (SDART 2021-3)













 SCHEDULE A 

[To be updated] 
  

											
	 Name of
Transferee
	  	 Tax ID Number of
Transferee
	  	 Notional
Principal Amount2
	  	 Percentage
Interest2
	  	 Delivery
Address
	  	 Wire
Instructions

	                	  		  		  		  		  	
	                	  		  		  		  		  	
	                	  		  		  		  		  	
	                	  		  		  		  		  	

  

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



  

					
		  	Sch. A-1	  	Amended and Restated
Trust Agreement (SDART 2021-3)