Exhibit 4.2
	 

	 
		
		  
		  

		
 
 

	 
		FORM OF
	 

	 
		SALE AND SERVICING AGREEMENT
	 

	 
		 
	 

	 
		 
	 

	 
		by and among
	 

	 
		 
	 

	 
		 
	 

	 
		SUNTRUST AUTO TRUST 20[__]-[_]
	 

	 
		as Issuer
	 

	 
		 
	 

	 
		 
	 

	 
		SUNTRUST AUTO RECEIVABLES, LLC,
	 

	 
		 
	 

	 
		as Depositor
	 

	 
		 
	 

	 
		 
	 

	 
		SUNTRUST BANK,
	 

	 
		 
	 

	 
		as Servicer
	 

	 
		 
	 

	 
		and
	 

	 
		 
	 

	 
		 
	 

	 
		[______________________________],
	 

	 
		 
	 

	 
		as Indenture Trustee
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		Dated as of
		[                ],
		20[__]
	 

	 
		
		  
		  

		
 
 

	 
		 
	 



	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	

				
				  Page
				

			 
	
				
				  ARTICLE I
				

			 	
				
				   
				

			 	
				
				  DEFINITIONS AND USAGE
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  SECTION 1.1
				

			 	
				
				   
				

			 	
				
				       Definitions
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  SECTION 1.2
				

			 	
				
				   
				

			 	
				
				       Other
				  Interpretive Provisions
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  ARTICLE II
				

			 	
				
				   
				

			 	
				
				  CONVEYANCE OF TRANSFERRED
				  ASSETS
				

			 	
				
				   
				

			 	
				
				  2
				

			 
	
				
				  SECTION 2.1
				

			 	
				
				   
				

			 	
				
				       Conveyance of Transferred
				  Assets
				

			 	
				
				   
				

			 	
				
				  2
				

			 
	
				
				  SECTION 2.2
				

			 	
				
				   
				

			 	
				
				       Representations and
				  Warranties of the Depositor as to Each Receivable
				

			 	
				
				   
				

			 	
				
				  2
				

			 
	
				
				  SECTION 2.3
				

			 	
				
				   
				

			 	
				
				       Repurchase upon
				  Breach
				

			 	
				
				   
				

			 	
				
				  2
				

			 
	
				
				  SECTION 2.4
				

			 	
				
				   
				

			 	
				
				       Custody of Receivable
				  Files
				

			 	
				
				   
				

			 	
				
				  3
				

			 
	
				
				  ARTICLE III
				

			 	
				
				   
				

			 	
				
				  ADMINISTRATION AND SERVICING OF
				  RECEIVABLES AND TRUST PROPERTY
				

			 	
				
				   
				

			 	
				
				  5
				

			 
	
				
				  SECTION 3.1
				

			 	
				
				   
				

			 	
				
				       Duties
				  of Servicer
				

			 	
				
				   
				

			 	
				
				  5
				

			 
	
				
				  SECTION 3.2
				

			 	
				
				   
				

			 	
				
				       Collection of Receivable
				  Payments
				

			 	
				
				   
				

			 	
				
				  6
				

			 
	
				
				  SECTION 3.3
				

			 	
				
				   
				

			 	
				
				       Repossession of Financed
				  Vehicles
				

			 	
				
				   
				

			 	
				
				  6
				

			 
	
				
				  SECTION 3.4
				

			 	
				
				   
				

			 	
				
				       Maintenance of Security
				  Interests in Financed Vehicles
				

			 	
				
				   
				

			 	
				
				  7
				

			 
	
				
				  SECTION 3.5
				

			 	
				
				   
				

			 	
				
				       Covenants of
				  Servicer
				

			 	
				
				   
				

			 	
				
				  7
				

			 
	
				
				  SECTION 3.6
				

			 	
				
				   
				

			 	
				
				       Purchase of Receivables
				  Upon Breach
				

			 	
				
				   
				

			 	
				
				  7
				

			 
	
				
				  SECTION 3.7
				

			 	
				
				   
				

			 	
				
				       Servicing Fee
				

			 	
				
				   
				

			 	
				
				  8
				

			 
	
				
				  SECTION 3.8
				

			 	
				
				   
				

			 	
				
				       Servicer’s
				  Certificate
				

			 	
				
				   
				

			 	
				
				  8
				

			 
	
				
				  SECTION 3.9
				

			 	
				
				   
				

			 	
				
				       Annual
				  Statement as to Compliance; Notice of Default; Item 1122 Servicing
				  Assessment
				

			 	
				
				   
				

			 	
				
				  8
				

			 
	
				
				  SECTION 3.10
				

			 	
				
				   
				

			 	
				
				       Annual
				  Servicing Report of Independent Public Accountants
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  SECTION 3.11
				

			 	
				
				   
				

			 	
				
				       Servicer Expenses
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  SECTION 3.12
				

			 	
				
				   
				

			 	
				
				       1934
				  Act Filings
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  ARTICLE IV
				

			 	
				
				   
				

			 	
				
				  DISTRIBUTIONS; ACCOUNTS STATEMENTS
				  TO THE RESIDUAL INTERESTHOLDERS AND THE NOTEHOLDERS
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  SECTION 4.1
				

			 	
				
				   
				

			 	
				
				       Establishment of
				  Accounts
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  SECTION 4.2
				

			 	
				
				   
				

			 	
				
				       Remittances
				

			 	
				
				   
				

			 	
				
				  11
				

			 
	
				
				  SECTION 4.3
				

			 	
				
				   
				

			 	
				
				       Additional Deposits and
				  Payments
				

			 	
				
				   
				

			 	
				
				  11
				

			 
	
				
				  SECTION 4.4
				

			 	
				
				   
				

			 	
				
				       Distributions
				

			 	
				
				   
				

			 	
				
				  12
				

			 
	
				
				  SECTION 4.5
				

			 	
				
				   
				

			 	
				
				       Net
				  Deposits
				

			 	
				
				   
				

			 	
				
				  14
				

			 

 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				-i-
			 

		  	
			 
				Sale and Servicing Agreement 
			 

		  




	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 (continued)
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	

				
				  Page
				

			 
	
				
				  SECTION 4.6
				

			 	
				
				   
				

			 	
				
				       Statements to Residual
				  Interestholders and Noteholders
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  SECTION 4.7
				

			 	
				
				   
				

			 	
				
				       No
				  Duty to Confirm
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  SECTION 4.8
				

			 	
				
				   
				

			 	
				
				       [Interest Rate Swap
				  Agreement
				

			 	
				
				   
				

			 	
				
				  15
				

			 
	
				
				  ARTICLE V
				

			 	
				
				   
				

			 	
				
				  THE DEPOSITOR
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  SECTION 5.1
				

			 	
				
				   
				

			 	
				
				       Representations and
				  Warranties of Depositor
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  SECTION 5.2
				

			 	
				
				   
				

			 	
				
				       Liability of the
				  Depositor; Indemnities
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  SECTION 5.3
				

			 	
				
				   
				

			 	
				
				       Merger
				  or Consolidation of, or Assumption of the Obligations of, Depositor
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  SECTION 5.4
				

			 	
				
				   
				

			 	
				
				       Limitation on Liability of
				  Depositor and Others
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  SECTION 5.5
				

			 	
				
				   
				

			 	
				
				       Depositor May Own
				  Notes
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  SECTION 5.6
				

			 	
				
				   
				

			 	
				
				       Sarbanes-Oxley Act
				  Requirements
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  SECTION 5.7
				

			 	
				
				   
				

			 	
				
				       Compliance with
				  Organizational Documents
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  SECTION 5.8
				

			 	
				
				   
				

			 	
				
				       Perfection
				  Representations, Warranties and Covenants
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  ARTICLE VI
				

			 	
				
				   
				

			 	
				
				  THE SERVICER
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  SECTION 6.1
				

			 	
				
				   
				

			 	
				
				      Representations of
				  Servicer
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  SECTION 6.2
				

			 	
				
				   
				

			 	
				
				       Indemnities of
				  Servicer
				

			 	
				
				   
				

			 	
				
				  22
				

			 
	
				
				  SECTION 6.3
				

			 	
				
				   
				

			 	
				
				       Merger
				  or Consolidation of, or Assumption of the Obligations of, Servicer
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  SECTION 6.4
				

			 	
				
				   
				

			 	
				
				       Limitation on Liability of
				  Servicer and Others
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  SECTION 6.5
				

			 	
				
				   
				

			 	
				
				       Delegation of
				  Duties
				

			 	
				
				   
				

			 	
				
				  25
				

			 
	
				
				  SECTION 6.6
				

			 	
				
				   
				

			 	
				
				       SunTrust Not to Resign as
				  Servicer
				

			 	
				
				   
				

			 	
				
				  25
				

			 
	
				
				  SECTION 6.7
				

			 	
				
				   
				

			 	
				
				       Servicer May Own
				  Notes
				

			 	
				
				   
				

			 	
				
				  25
				

			 
	
				
				  ARTICLE VII
				

			 	
				
				   
				

			 	
				
				  TERMINATION OF SERVICER
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  SECTION 7.1
				

			 	
				
				   
				

			 	
				
				       Termination of
				  Servicer
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  SECTION 7.2
				

			 	
				
				   
				

			 	
				
				       Notification to
				  Noteholders
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  ARTICLE VIII
				

			 	
				
				   
				

			 	
				
				  OPTIONAL PURCHASE
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  SECTION 8.1
				

			 	
				
				   
				

			 	
				
				       Optional Purchase of Trust
				  Estate
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  ARTICLE IX
				

			 	
				
				   
				

			 	
				
				  MISCELLANEOUS PROVISIONS
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  SECTION 9.1
				

			 	
				
				   
				

			 	
				
				       Amendment
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  SECTION 9.2
				

			 	
				
				   
				

			 	
				
				       Protection of Title

				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  SECTION 9.3
				

			 	
				
				   
				

			 	
				
				       Other
				  Liens or Interests
				

			 	
				
				   
				

			 	
				
				  30
				

			 

 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				-ii-
			 

		  	
			 
				Sale and Servicing Agreement 
			 

		  




	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 (continued)
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	

				
				  Page
				

			 
	
				
				  SECTION 9.4
				

			 	
				
				   
				

			 	
				
				       Transfers Intended as
				  Sale; Security Interest
				

			 	
				
				   
				

			 	
				
				  30
				

			 
	
				
				  SECTION 9.5
				

			 	
				
				   
				

			 	
				
				       Information
				  Requests
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  SECTION 9.6
				

			 	
				
				   
				

			 	
				
				       Notices, Etc
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  SECTION 9.7
				

			 	
				
				   
				

			 	
				
				       Choice
				  of Law
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  SECTION 9.8
				

			 	
				
				   
				

			 	
				
				       Headings
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  SECTION 9.9
				

			 	
				
				   
				

			 	
				
				       Counterparts
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  SECTION 9.10
				

			 	
				
				   
				

			 	
				
				       Waivers
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  SECTION 9.11
				

			 	
				
				   
				

			 	
				
				       Entire
				  Agreement
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  SECTION 9.12
				

			 	
				
				   
				

			 	
				
				       Severability of
				  Provisions
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  SECTION 9.13
				

			 	
				
				   
				

			 	
				
				       Binding Effect
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  SECTION 9.14
				

			 	
				
				   
				

			 	
				
				       Acknowledgment and
				  Agreement
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  SECTION 9.15
				

			 	
				
				   
				

			 	
				
				       Cumulative Remedies

				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  SECTION 9.16
				

			 	
				
				   
				

			 	
				
				       Nonpetition
				  Covenant
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  SECTION 9.17
				

			 	
				
				   
				

			 	
				
				       Submission to
				  Jurisdiction; Waiver of Jury Trial
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  SECTION 9.18
				

			 	
				
				   
				

			 	
				
				       Limitation of
				  Liability
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  SECTION 9.19
				

			 	
				
				   
				

			 	
				
				       Third-Party
				  Beneficiaries
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  SECTION 9.20
				

			 	
				
				   
				

			 	
				
				       [Limitation of
				  Rights
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  SECTION 9.21
				

			 	
				
				   
				

			 	
				
				       Regulation AB
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  SECTION 9.22
				

			 	
				
				   
				

			 	
				
				       Information to Be Provided
				  by the Indenture Trustee
				

			 	
				
				   
				

			 	
				
				  35
				

			 

 

	 
		 
	 

	 
			
				
				  Schedule I
				

			 	
				
				   
				

			 	
				
				  Representations and Warranties with
				  Respect to the Receivables
				

			 
	
				
				  Schedule II
				

			 	
				
				   
				

			 	
				
				  Notice Addresses
				

			 
	
				
				  Schedule III
				

			 	
				
				   
				

			 	
				
				  Schedule of Receivables
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Exhibit A
				

			 	
				
				   
				

			 	
				
				  Perfection Representations,
				  Warranties and Covenants
				

			 
	
				
				  Exhibit B
				

			 	
				
				   
				

			 	
				
				  Servicing Criteria to be Addressed
				  in Indenture Trustee’s Assessment of Compliance
				

			 
	
				
				  Exhibit C
				

			 	
				
				   
				

			 	
				
				  Form of Indenture Trustee’s
				  Annual Certification
				

			 
	
				
				  Exhibit D-1
				

			 	
				
				   
				

			 	
				
				  Form of Depositor
				  Re-Assignment
				

			 
	
				
				  Exhibit D-2
				

			 	
				
				   
				

			 	
				
				  Form of Depositor Cross
				  Receipt
				

			 
	
				
				  Exhibit E-1
				

			 	
				
				   
				

			 	
				
				  Form of Servicer
				  Re-Assignment
				

			 
	
				
				  Exhibit E-2
				

			 	
				
				   
				

			 	
				
				  Form of Servicer Cross
				  Receipt
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Appendix A
				

			 	
				
				   
				

			 	
				
				  Definitions
				

			 

 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				-iii-
			 

		  	
			 
				Sale and Servicing Agreement 
			 

		  




	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		SALE AND SERVICING AGREEMENT, dated as of
		[              ],
		20[__] (as amended, supplemented or otherwise modified and in effect from time
		to time, this “Agreement”), by and among SUNTRUST AUTO TRUST 20[__]-[_], a
		Delaware statutory trust (the “Issuer”),
		SUNTRUST AUTO RECEIVABLES, LLC, a Delaware limited liability company, as
		depositor (the “Depositor”), SUNTRUST BANK, a Georgia banking corporation
		(“SunTrust”), as servicer (in such capacity, the
		“Servicer”), and [__________________________], a
		[_______________], as indenture trustee (the “Indenture Trustee”).
	 

	 
		WHEREAS, the Issuer desires to purchase from
		the Depositor a portfolio of motor vehicle retail installment sales contracts
		that are secured by new and used automobiles and light-duty trucks;
	 

	 
		WHEREAS, the Depositor is willing to sell
		such portfolio of motor vehicle receivables and related property to the Issuer;
		and
	 

	 
		WHEREAS, SunTrust is willing to service such
		motor vehicle receivables and related property on behalf of the Issuer.
	 

	 
		NOW, THEREFORE, in consideration of the
		premises and the mutual covenants herein contained, and other good and valuable
		consideration, the receipt and sufficiency of which is hereby acknowledged, the
		parties hereto, intending to be legally bound, agree as follows:
	 

	 
		ARTICLE I
	 

	 
		DEFINITIONS AND USAGE
	 

	 
		SECTION 1.1 Definitions.
		Except as otherwise specified herein or as the context may otherwise require,
		capitalized terms used but not otherwise defined herein are defined in
		Appendix A hereto, which also contains rules as to usage that are
		applicable herein.
	 

	 
		SECTION 1.2 Other Interpretive Provisions. For purposes of this Agreement, 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; (b)
		terms defined in Article 9 of the UCC as in effect in the relevant jurisdiction
		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, Appendix or Exhibit are references to Articles,
		Sections, Schedules, Appendices 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”
		means “including without limitation”; (f) except as otherwise
		expressly provided herein, 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.
	 

	 
		 
	 

	 
		 
	 

	  

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Sale and Servicing Agreement 
			 

		  




	 
	 

	 

	 
		ARTICLE II
	 

	 
		CONVEYANCE OF TRANSFERRED ASSETS
	 

	 
		SECTION 2.1 Conveyance of Transferred Assets. In consideration of the Issuer’s sale and
		delivery to, or upon the order of, the Depositor of all of the Notes and the
		Residual Interest on the Closing Date, the Depositor does hereby irrevocably
		sell, transfer, assign and otherwise absolutely convey to the Issuer without
		recourse (subject to the obligations herein) all right, title and interest of
		the Depositor, whether now owned or hereafter acquired, in, to and under the
		Transferred Assets identified on Schedule III. The sale, transfer, assignment
		and conveyance made hereunder does not constitute and is not intended to result
		in an assumption by the Issuer of any obligation of the Depositor or the
		Originator to the Obligors or any other Person in connection with the
		Receivables or the other assets and properties conveyed hereunder or any
		agreement, document or instrument related thereto. 
	 

	 
		SECTION 2.2 Representations and Warranties of the Depositor as to
		Each Receivable. On the date hereof,
		the Depositor hereby makes the representations and warranties set forth on
		Schedule I to the Issuer and the Indenture Trustee as to the
		Receivables sold, transferred, assigned, and otherwise conveyed to the Issuer
		under this Agreement on which such representations and warranties the Issuer
		relies in acquiring the Receivables. The representations and warranties as to
		each Receivable shall survive the Grant of the Receivables by the Issuer to the
		Indenture Trustee pursuant to the Indenture. Notwithstanding any statement to
		the contrary contained herein or in any other Transaction Document, the
		Depositor shall not be required to notify any insurer with respect to any
		Insurance Policy obtained by an Obligor.
	 

	 
		SECTION 2.3 Repurchase upon Breach. Upon discovery by any party hereto of a breach of any
		of the representations and warranties set forth in Section 2.2 with
		respect to any Receivable at the time such representations and warranties were
		made which materially and adversely affects the interests of the Issuer or the
		Noteholders in such Receivable, the party discovering such breach shall give
		prompt written notice thereof to the other parties hereto; provided, that
		delivery of the Servicer’s Certificate shall be deemed to constitute
		prompt notice by the Servicer and the Issuer of such breach; provided,
		further, that the failure to give such notice shall not affect
		any obligation of the Depositor hereunder. If the breach materially and
		adversely affects the interests of the Issuer or the Noteholders in such
		Receivable, then the Depositor shall either (a) correct or cure such breach or
		(b) repurchase such Receivable from the Issuer, in either case on or before the
		Payment Date following the end of the Collection Period which includes the
		60th day after the date the Depositor became aware of or was
		notified of such breach. Any such breach or failure will not be deemed to have
		a material and adverse effect if such breach or failure does not affect the
		ability of the Issuer to receive and retain timely payment in full on such
		Receivable. Any such purchase by the Depositor shall be at a price equal to the
		Repurchase Price. In consideration for such repurchase, the Depositor shall
		make (or shall cause to be made) a payment to the Issuer equal to the
		Repurchase Price by depositing such amount into the Collection Account prior to
		noon, New York City time on the date of such repurchase. Upon payment of such
		Repurchase Price by the Depositor, the Issuer and the Indenture Trustee shall
		release and shall execute and deliver a Depositor Re-Assignment and Depositor
		Cross Receipt substantially in the forms of Exhibit D-1 and
		D-2, respectively, and any such other instruments of
		release, transfer or assignment, in each case without recourse or 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  2
				

			 	
				
				  Sale and Servicing Agreement 
				

			 

 

	 
		 
	 



	 
	 

	 

	 
		representation, as may be reasonably
		requested by the Depositor to evidence such release, transfer or assignment or
		more effectively vest in the Depositor or its designee all of the Issuer’s
		and Indenture Trustee’s rights in any Receivable and related Transferred
		Assets repurchased pursuant to this Section 2.3. It
		is understood and agreed that the right to cause the Depositor to repurchase
		(or to enforce the obligations of SunTrust under the Purchase Agreement to
		repurchase) any Receivable as described above shall constitute the sole remedy
		respecting such breach available to the Issuer and the Indenture Trustee [and
		the Swap Counterparty]. Neither the Owner Trustee nor the Indenture Trustee
		will have any duty to conduct an affirmative investigation as to the occurrence
		of any condition requiring the repurchase of any Receivable pursuant to this
		Section 2.3.
	 

	 
		SECTION 2.4 Custody of Receivable Files.
	 

	 
		(a) Custody. The
		Issuer and the Indenture Trustee, upon the execution and delivery of this
		Agreement, hereby revocably appoint the Servicer, and the Servicer hereby
		accepts such appointment, to act as the agent of the Issuer and the Indenture
		Trustee as custodian of the following documents or instruments, which are
		hereby or will hereby be constructively delivered to the Indenture Trustee (or
		its agent or designee), as pledgee of the Issuer pursuant to the Indenture with
		respect to each Receivable (but only to the extent applicable to such
		Receivable and only to the extent held in tangible paper form or electronic
		form) (the “Receivable
		Files”):
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  the fully executed original,
				  electronically authenticated original or authoritative copy of the Contract (in
				  each case within the meaning of the UCC) related to such Receivable, including
				  any written amendments or extensions thereto;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  the original credit application or a
				  photocopy thereof to the extent held in paper form; 
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  the original Certificate of Title
				  or, if not yet received, evidence that an application therefore has been
				  submitted with the appropriate authority, a guaranty of title from a dealer or
				  such other document (electronic or otherwise, as used in the applicable
				  jurisdiction) that the Servicer keeps on file, in accordance with its Customary
				  Servicing Practices, evidencing the security interest of the Originator in the
				  Financed Vehicle; provided,
				  however, that in lieu of being held in
				  the Receivable File, the Certificate of Title may be held by a third party
				  service provider engaged by the Servicer to obtain and/or hold Certificates of
				  Title; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  any and all other documents that the
				  Servicer keeps on file, in accordance with its Customary Servicing Practices,
				  relating to a Receivable, an Obligor or a Financed Vehicle.
				

			 

 

	 
		(b) Safekeeping. The
		Servicer, in its capacity as custodian, shall hold the Receivable Files for the
		benefit of the Issuer and the Indenture Trustee. In performing its duties as
		custodian, the Servicer shall act in accordance with its Customary Servicing
		Practices. In
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  3
				

			 	
				
				  Sale and Servicing Agreement 
				

			 



	 
		 
	 



	 
	 

	 

	 
		accordance with its Customary Servicing
		Practices, the Servicer will conduct, or cause to be conducted, periodic audits
		of the Receivable Files held by it under this Agreement, and of the related
		accounts, records, and computer systems, in such a manner as would enable the
		Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s
		record keeping. The Servicer will promptly report to the Issuer and the
		Indenture Trustee any failure on its part to hold a material portion of the
		Receivable Files and maintain its accounts, records, and computer systems as
		herein provided or promptly take appropriate action to remedy any such failure.
		Nothing herein will be deemed to require an initial review or any periodic
		review by the Issuer or the Indenture Trustee of the Receivable Files. The
		Servicer may, in accordance with its Customary Servicing Practices: (i)
		maintain all or a portion of the Receivable Files in electronic form, (ii)
		maintain custody of all or any portion of the Receivable Files with one or more
		of its agents or designees, and (iii) with respect to those Receivables the
		form of which consists in part of a check to be endorsed by the Obligor,
		maintain either an image of such endorsed check or such other information or
		records evidencing such endorsement as permitted or provided by clearing house
		rules, rules and regulations of the Federal Reserve Board, or other established
		systems for the transmission of payments within the banking system.
	 

	 
		(c) Maintenance of and Access to Records. The Servicer will maintain each Receivable File at one
		of its offices in the United States, or at such other location as specified to
		the Issuer and the Indenture Trustee by written notice not later than ninety
		(90) days after any change in location (it being understood that the Receivable
		Files, or any part thereof, may be maintained at the offices of any Person to
		whom the Servicer has delegated responsibilities in accordance with
		Section 6.5). The Servicer will make available to the Issuer and
		the Indenture Trustee or their duly authorized representatives, attorneys or
		auditors a list of locations of the Receivable Files upon written request. The
		Servicer will provide access to the Receivable Files, and the related accounts
		records, and computer systems maintained by the Servicer at such times as the
		Issuer or the Indenture Trustee direct, but only upon reasonable notice and
		during the normal business hours at the respective offices of the
		Servicer.
	 

	 
		(d) Release of Documents. Upon written instructions from the Indenture Trustee,
		the Servicer will release or cause to be released any document in the
		Receivable Files to the Indenture Trustee, the Indenture Trustee’s agent
		or the Indenture Trustee’s designee, as the case may be, at such place or
		places as the Indenture Trustee may designate, as soon thereafter as is
		practicable. Any document so released will be handled by the Indenture Trustee
		with due care and returned to the Servicer for safekeeping as soon as the
		Indenture Trustee or its agent or designee, as the case may be, has no further
		need therefor.
	 

	 
		(e) Instructions; Authority to Act. All instructions from the Indenture Trustee will be in
		writing and signed by an Authorized Officer of the Indenture Trustee, and the
		Servicer will be deemed to have received proper instructions with respect to
		the Receivable Files upon its receipt of such written instructions. 
	 

	 
		(f) Custodian’s Indemnification. Subject to Section 6.2, the
		Servicer as custodian will indemnify the Issuer and the Indenture Trustee for
		any and all liabilities, obligations, losses, compensatory damages, payments,
		costs, or expenses of any kind whatsoever that may be imposed on, incurred by
		or asserted against the Issuer or the Indenture Trustee as the result of any
		improper act or omission in any way relating to the maintenance and custody by
		the 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		Servicer as custodian of the Receivable
		Files; provided, however, that
		the Servicer will not be liable to (i) the Indenture Trustee or the Issuer for
		any portion of any such amount resulting from the willful misconduct, bad faith
		or negligence of the Indenture Trustee or the Issuer, respectively, or (ii) the
		Indenture Trustee for any portion of any such amount resulting from the failure
		of the Indenture Trustee, the Indenture Trustee’s agent or the Indenture
		Trustee’s designee to handle with due care any Certificate of Title or
		other document released to the Indenture Trustee, the Indenture Trustee’s
		agent or the Indenture Trustee’s designee pursuant to Section 2.4(d).
	 

	 
		(g) Effective Period and Termination. The Servicer’s appointment as custodian will
		become effective as of the Cut-Off Date and will continue in full force and
		effect until terminated pursuant to this Section. If SunTrust resigns as
		Servicer in accordance with the provisions of this Agreement or if all of the
		rights and obligations of the Servicer have been terminated under
		Section 7.1, the appointment of the Servicer as custodian hereunder
		may be terminated by the Indenture Trustee, or by the Noteholders evidencing
		not less than a majority of the Note Balance of the Controlling Class, in the
		same manner as the Indenture Trustee or such Noteholders may terminate the
		rights and obligations of the Servicer under Section 7.1.
		After any termination of such appointment, the Servicer will promptly deliver
		to the Indenture Trustee or the Indenture Trustee’s agent the Receivable
		Files and the related accounts and records maintained by the Servicer at such
		place or places as the Indenture Trustee may reasonably designate.
	 

	 
		ARTICLE III
	 

	 
		ADMINISTRATION AND SERVICING OF
	 

	 
		RECEIVABLES AND TRUST PROPERTY
	 

	 
		SECTION 3.1 Duties of Servicer. 
	 

	 
		(a) The Servicer is hereby appointed by
		the Issuer and authorized to act as agent for the Issuer and in such capacity
		shall manage, service, administer and make collections on the Receivables in
		accordance with its Customary Servicing Practices, using the degree of skill
		and attention that the Servicer exercises with respect to all comparable motor
		vehicle receivables that it services for itself or others. The Servicer’s
		duties will include collection and posting of all payments, responding to
		inquiries of Obligors on such Receivables, investigating delinquencies, sending
		invoices or payment coupons to Obligors (if applicable), reporting any required
		tax information to Obligors, accounting for Collections and furnishing monthly
		and annual statements to the Indenture Trustee with respect to distributions.
		The Servicer hereby accepts such appointment and authorization and agrees to
		perform the duties of Servicer with respect to the Receivables set forth
		herein.
	 

	 
		(b) The Servicer will follow its
		Customary Servicing Practices and will have full power and authority to do any
		and all things, subject to the terms of this Agreement, in connection with such
		managing, servicing, administration and collection that it may deem necessary
		or desirable. Without limiting the generality of the foregoing, the Servicer is
		hereby authorized and empowered to execute and deliver, on behalf of itself,
		the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the
		Residual Interestholders, or any of them, 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		any and all instruments of satisfaction or
		cancellation, or partial or full release or discharge, and all other comparable
		instruments, with respect to such Receivables or to the Financed Vehicles
		securing such Receivables. The Servicer is hereby authorized to commence, in
		its own name or in the name of the Issuer, a legal proceeding to enforce a
		Receivable or to commence or participate in any other legal proceeding
		(including a bankruptcy proceeding) relating to or involving a Receivable, an
		Obligor or a Financed Vehicle. If the Servicer commences a legal proceeding to
		enforce a Receivable, the Issuer will thereupon be deemed to have automatically
		assigned such Receivable to the Servicer solely for purposes of commencing or
		participating in any such proceeding as a party or claimant, and the Servicer
		is authorized and empowered by the Issuer to execute and deliver in the
		Servicer’s name any notices, demands, claims, complaints, responses,
		affidavits or other documents or instruments in connection with any such
		proceeding. If in any enforcement suit or legal proceeding it is held that the
		Servicer may not enforce a Receivable on the ground that it is not a real party
		in interest or a holder entitled to enforce the Receivable, the Issuer will, at
		the Servicer’s expense and direction, take steps to enforce the
		Receivable, including bringing suit in its name or the name of the Indenture
		Trustee. The Issuer will furnish the Servicer with any powers of attorney and
		other documents reasonably necessary or appropriate to enable the Servicer to
		carry out its servicing and administrative duties hereunder. The Servicer, at
		its expense, will obtain on behalf of the Issuer all licenses, if any, required
		by the laws of any jurisdiction to be held by the Issuer in connection with
		ownership of the Receivables, and will make all filings and pay all fees as may
		be required in connection therewith during the term hereof.
	 

	 
		(c) The Servicer hereby agrees that
		upon its resignation and the appointment of a successor Servicer hereunder, the
		Servicer will terminate its activities as Servicer hereunder in accordance with
		Section 7.1, and, in any case, in a manner which the Indenture
		Trustee reasonably determines will facilitate the transition of the performance
		of such activities to such successor Servicer, and the Servicer shall cooperate
		with and assist such successor Servicer.
	 

	 
		SECTION 3.2 Collection of Receivable Payments. The Servicer will make reasonable efforts to collect
		all payments called for under the terms and provisions of the Receivables as
		and when the same become due in accordance with its Customary Servicing
		Practices. Subject to Section
		3.5, the Servicer may grant extensions,
		rebates, deferrals, amendments, modifications or adjustments with respect to
		any Receivable in accordance with its Customary Servicing Practices;
		provided, however, that if
		the Servicer extends the date for final payment by the Obligor of any
		Receivable beyond the last day of the Collection Period immediately prior to
		the Class B Final Scheduled Payment Date, it will promptly purchase such
		Receivable in the manner provided in Section 3.6. The
		Servicer may in its discretion waive any late payment charge or any other fees
		that may be collected in the ordinary course of servicing a Receivable.
		Notwithstanding anything in this Agreement to the contrary, the Servicer may
		refinance any Receivable by accepting a new promissory note from the related
		Obligor and depositing the full outstanding Principal Balance of such
		Receivable into the Collection Account. The receivable created by such
		refinancing shall not be property of the Issuer.
	 

	 
		SECTION 3.3 Repossession of Financed Vehicles. On behalf of the Issuer, the Servicer will use
		commercially reasonable efforts, consistent with its Customary Servicing
		Practices, to repossess or otherwise convert the ownership of and liquidate the
		Financed Vehicle securing any Receivable as to which the Servicer has
		determined eventual payment in full is 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		unlikely; provided,
		however, that the Servicer may elect not to repossess a
		Financed Vehicle if in its sole discretion it determines that repossession will
		not increase the amounts described in clauses (a) through (c) of the
		definition of Liquidation Proceeds by an amount greater than the expense of
		such repossession or that the proceeds ultimately recoverable with respect to
		such Receivable would be increased by forbearance. The Servicer will follow
		such Customary Servicing Practices as it deems necessary or advisable in
		selling the Financed Vehicle at public or private sale. Notwithstanding the
		foregoing, in any case in which the Financed Vehicle has suffered damage, the
		Servicer shall not be required to expend funds in connection with the repair or
		the repossession of such Financed Vehicle unless it determines in its sole
		discretion that such repair and/or repossession will increase the amounts
		described in clauses (a) through (c) of the definition of Liquidation
		Proceeds with respect to such Financed Vehicle by an amount greater than the
		amount of such expenses.
	 

	 
		SECTION 3.4 Maintenance of Security Interests in Financed
		Vehicles. The Servicer will, in
		accordance with its Customary Servicing Practices, take such steps as are
		necessary to maintain perfection of the security interest created by each
		Receivable in the related Financed Vehicle. The Issuer hereby authorizes the
		Servicer to take such steps as are necessary to re-perfect such security
		interest on behalf of the Issuer and the Indenture Trustee in the event of the
		relocation of a Financed Vehicle or for any other reason.
	 

	 
		SECTION 3.5 Covenants of Servicer. The Servicer will not (i) release any Financed Vehicle
		from the security interest securing each such Receivable in whole or in part
		except in the event of payment in full by or on behalf of the Obligor
		thereunder or payment in full less a deficiency amount which the Servicer would
		not attempt to collect in accordance with its Customary Servicing Practices or
		in connection with repossession or except as may be required by an insurer in
		order to receive proceeds from any Insurance Policy covering such Financed
		Vehicle or (ii) reduce the Contract Rate with respect to any Receivable other
		than as required by applicable law or (iii) reduce the Principal Balance with
		respect to any Receivable other than (A) as required by applicable law, (B) in
		accordance with its Customary Servicing Practices, in connection with a
		settlement in the event the Receivable becomes a Defaulted Receivable or (C) in
		accordance with its Customary Servicing Practices, in connection with a Cram
		Down Loss relating to such Receivable.
	 

	 
		SECTION 3.6 Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any
		of the covenants set forth in Section
		3.2, 3.3,
		3.4 or 3.5 which
		materially and adversely affects the interests of the Issuer or the Noteholders
		in any Receivable, the party discovering such breach shall give prompt written
		notice thereof to the other parties hereto; provided, that
		the delivery of the Servicer’s Certificate shall be deemed to constitute
		prompt notice by the Servicer and the Issuer of such breach; provided,
		further, that the failure to give such notice shall not affect
		any obligation of the Servicer under this Section 3.6. If
		the breach materially and adversely affects the interest of the Issuer or the
		Noteholders in such Receivable, then the Servicer shall either (a) correct or
		cure such breach or (b) purchase such Receivable from the Issuer, in either
		case on or before the Payment Date following the end of the Collection Period
		which includes the 60th day after the date the Servicer became aware or was
		notified of such breach. Any such breach or failure will not be deemed to have
		a material and adverse effect if such breach or failure does not affect the
		ability of the Issuer to receive and retain timely payment in full on such
		Receivable. Any such purchase by the Servicer shall be at 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		a price equal to the Repurchase Price. In
		consideration for such repurchase, the Servicer shall make (or shall cause to
		be made) a payment to the Issuer equal to the Repurchase Price by depositing
		such amount into the Collection Account prior to noon, New York City time on
		the date of such repurchase. Upon payment of such Repurchase Price by the
		Servicer, the Issuer and the Indenture Trustee shall release and shall execute
		and deliver a Servicer Re-Assignment and Servicer Cross Receipt substantially
		in the forms of Exhibit
		E-1 and E-2,
		respectively, and any such other instruments of release, transfer or
		assignment, in each case without recourse or representation, as may be
		reasonably requested by the Servicer to evidence such release, transfer or
		assignment or more effectively vest in the Servicer or its designee all of the
		Issuer’s and Indenture Trustee’s rights in any Receivable and related
		Transferred Assets repurchased pursuant to this Section 3.6. It
		is understood and agreed that the obligation of the Servicer to purchase any
		Receivable as described above shall constitute the sole remedy respecting such
		breach available to the Issuer and the Indenture Trustee [and the Swap
		Counterparty].
	 

	 
		SECTION 3.7 Servicing Fee.
		On each Payment Date, the Issuer shall pay to the Servicer the Servicing Fee in
		accordance with Section
		4.4 for the immediately preceding
		Collection Period as compensation for its services. In addition, the Servicer
		will be entitled to retain all Supplemental Servicing Fees. 
	 

	 
		SECTION 3.8 Servicer’s Certificate. On the Determination Date preceding each Payment Date,
		the Servicer shall deliver to the Indenture Trustee and each Paying Agent, with
		a copy to each of the Rating Agencies [and the Swap Counterparty], a
		Servicer’s Certificate containing all information necessary to make the
		payments, transfers and distributions pursuant to Sections 4.3 and
		4.4 on such Payment Date, together with the written
		statements to be furnished by the Indenture Trustee to the Noteholders pursuant
		to Section 4.6 hereof and Section 6.6
		of the Indenture. At the sole option of the Servicer, each Servicer’s
		Certificate may be delivered in electronic format or hard copy format.
	 

	 
		SECTION 3.9 Annual Statement as to Compliance; Notice of Default;
		Item 1122 Servicing Assessment. (a) The
		Servicer shall deliver to the Indenture Trustee, the Depositor, the Issuer and
		each Rating Agency [and the Swap Counterparty], on or before the Required
		Delivery Date for each year, beginning on the Required Delivery Date for 20[ ],
		an Officer’s Certificate of the Servicer (with appropriate insertions)
		providing such information as is required under Item 1123 of Regulation
		AB.
	 

	 
		(b) The Servicer shall deliver to the
		Indenture Trustee, the Depositor, the Issuer and each Rating Agency [and the
		Swap Counterparty], promptly after having obtained knowledge thereof, but in no
		event later than five (5) Business Days thereafter, written notice in an
		Officer’s Certificate of any event which constitutes, or with the giving
		of notice or lapse of time, or both, would become a Servicer Termination
		Event.
	 

	 
		(c) The Servicer will deliver to the
		Depositor and the Issuer, on or before the Required Delivery Date for each
		year, beginning on the Required Delivery Date for 20[ ], a report regarding the
		Servicer’s assessment of compliance with the Servicing Criteria during the
		immediately preceding calendar year, as required under paragraph (b) of Rule
		13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation
		AB.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		SECTION 3.10 Annual Servicing Report of Independent Public
		Accountants. On or before the Required
		Delivery Date for each year, beginning on the Required Delivery Date for 20[ ],
		the Servicer shall cause an independent registered public accounting firm (who
		may also render other services to the Servicer, the Depositor or their
		respective Affiliates) to furnish to the Indenture Trustee, the Servicer, the
		Depositor and each Rating Agency [and the Swap Counterparty] each attestation
		report on assessments of compliance with the Servicing Criteria with respect to
		the Servicer or any affiliate thereof during the related fiscal year delivered
		by such accounting firm pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18
		of the Exchange Act and Item 1122 of Regulation AB.
	 

	 
		SECTION 3.11 Servicer Expenses. The Servicer will be required to pay all expenses
		(other than expenses described in the definition of Liquidation Proceeds)
		incurred by it in connection with its activities hereunder, including fees and
		disbursements of the Indenture Trustee (in accordance with Section 6.7 of
		the Indenture), Owner Trustee (in accordance with Section 8.1 of
		the Trust Agreement), independent accountants, taxes imposed on the Servicer
		and expenses incurred in connection with distributions and reports to the
		Noteholders and the Residual Interestholders.
	 

	 
		SECTION 3.12 1934 Act Filings. The Issuer hereby authorizes the Servicer and the
		Depositor, or either of them, to prepare, sign, certify and file any and all
		reports, statements, notices and information respecting the Issuer and/or the
		Notes required to be filed pursuant to the Securities and Exchange Act of 1934,
		as amended, and the rules thereunder.
	 

	 
		ARTICLE IV
	 

	 
		DISTRIBUTIONS; ACCOUNTS
	 

	 
		STATEMENTS TO THE RESIDUAL
		INTERESTHOLDERS
	 

	 
		AND THE NOTEHOLDERS
	 

	 
		SECTION 4.1 Establishment of Accounts. (a) The Servicer shall cause to be established:

	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  For the benefit of the Noteholders
				  [and the Swap Counterparty], in the name of the Indenture Trustee, an Eligible
				  Account (the “Collection
				  Account”), bearing a designation
				  clearly indicating that the funds deposited therein are held for the benefit of
				  the Noteholders, which Eligible Account shall be established by and maintained
				  with the Indenture Trustee or its designee.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  For the benefit of the Noteholders
				  [and the Swap Counterparty], in the name of the Indenture Trustee, an Eligible
				  Account (the “Principal
				  Distribution Account”), bearing a
				  designation clearly indicating that the funds deposited therein are held for
				  the benefit of the Noteholders, which Eligible Account shall be established by
				  and maintained with the Indenture Trustee or its designee.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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				  (iii)
				

			 	
				
				  For the benefit of the Noteholders
				  [and the Swap Counterparty], in the name of the Indenture Trustee, an Eligible
				  Account (the “Reserve
				  Account”), bearing a designation
				  clearly indicating that the funds deposited therein are held for the benefit of
				  the Noteholders, which Eligible Account shall be established by and maintained
				  with the Indenture Trustee or its designee. 
				

			 

 

	 
		(b) Funds on deposit in the Collection
		Account, the Reserve Account[, the Swap Termination Payment Account (to the
		extent that such account is established under Section 4.8(b))]
		and the Principal Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee in
		Eligible Investments selected in writing by the Servicer and of which the
		Servicer provides notification (pursuant to standing instructions or
		otherwise); provided that it is understood and agreed that neither the
		Servicer, the Indenture Trustee nor the Issuer shall be liable for any loss
		arising from such investment in Eligible Investments. All such Eligible
		Investments shall be held by or on behalf of the Indenture Trustee as secured
		party for the benefit of the Noteholders [and the Swap Counterparty]. Except to
		the extent the Rating Agency Condition is satisfied, all investments of funds
		on deposit in the Trust Accounts shall mature so that such funds will be
		available on the immediately following Payment Date. No Eligible Investment
		shall be sold or otherwise disposed of prior to its scheduled maturity unless a
		default occurs with respect to such Eligible Investment and the Servicer
		directs the Indenture Trustee in writing to dispose of such Eligible
		Investment. 
	 

	 
		(c) The Indenture Trustee shall possess
		all right, title and interest in all funds on deposit from time to time in the
		Trust Accounts and in all proceeds thereof and all such funds, investments and
		proceeds shall be part of the Trust Estate. Except as otherwise provided
		herein, the Trust Accounts shall be under the sole dominion and control of the
		Indenture Trustee for the benefit of the Noteholders [and the Swap
		Counterparty]. If, at any time, any Trust Account ceases to be an Eligible
		Account, the Servicer shall promptly notify the Indenture Trustee (unless such
		Trust Account is an account with the Indenture Trustee) in writing and within
		10 Business Days (or such longer period as to which each Rating Agency may
		consent) after becoming aware of the fact, establish a new Trust Account as an
		Eligible Account and shall direct the Indenture Trustee to transfer any cash
		and/or any investments to such new Trust Account. 
	 

	 
		(d) With respect to the Trust Account
		Property, the parties hereto agree that:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  any Trust Account Property that
				  consists of uninvested funds shall be held solely in Eligible Accounts and,
				  except as otherwise provided herein, each such Eligible Account shall be
				  subject to the exclusive custody and control of the Indenture Trustee, and,
				  except as otherwise provided in the Transaction Documents, the Indenture
				  Trustee or its designee shall have sole signature authority with respect
				  thereto;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  any Trust Account Property that
				  constitutes Physical Property shall be delivered to the Indenture Trustee or
				  its designee, in accordance with paragraph (a) of the definition of
				  “Delivery” and shall be held, pending 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		maturity or disposition, solely by the
		Indenture Trustee or any such designee;
	 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  any Trust Account Property that is
				  an “uncertificated security” under Article 8 of the UCC and that is
				  not governed by clause (iv) below shall be delivered to the Indenture Trustee
				  or its designee in accordance with paragraph (c) of the definition of
				  “Delivery” and shall be maintained by the Indenture Trustee or such
				  designee, pending maturity or disposition, through continued registration of
				  the Indenture Trustee’s (or its designee’s) ownership of such
				  security on the books of the issuer thereof; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  any Trust Account Property that is
				  an uncertificated security that is a “book-entry security” (as such
				  term is defined in Federal Reserve Bank Operating Circular No. 7) held in a
				  securities account at a Federal Reserve Bank and eligible for transfer through
				  the Fedwire® Securities Service operated by the Federal Reserve System
				  pursuant to Federal book-entry regulations shall be delivered in accordance
				  with paragraph (b) of the definition of “Delivery” and shall be
				  maintained by the Indenture Trustee or its designee or a securities
				  intermediary (as such term is defined in Section 8-102(a)(14) of the UCC)
				  acting solely for the Indenture Trustee or such designee, pending maturity or
				  disposition, through continued book-entry registration of such Trust Account
				  Property as described in such paragraph.
				

			 

 

	 
		SECTION 4.2 Remittances. The
		Servicer shall deposit an amount equal to all Collections into the Collection
		Account within two Business Days after receipt; provided,
		however, that so long as the Monthly Remittance Condition is
		satisfied, then the Servicer shall not be required to deposit into the
		Collection Account an amount equal to the Collections received during any
		Collection Period until noon, New York City time, on the following Payment
		Date. The “Monthly Remittance
		Condition” shall be deemed to be
		satisfied if (i) SunTrust or one of its Affiliates is the Servicer, (ii) no
		Servicer Termination Event has occurred and is continuing and (iii) SunTrust
		has a short-term debt rating of at least “Prime-1” from Moody’s,
		“A-1” from Standard & Poor’s and “F1” from Fitch.
		Notwithstanding the foregoing, the Servicer may remit Collections to the
		Collection Account on any other alternate remittance schedule (but not later
		than the related Payment Date) if the Rating Agency Condition is satisfied with
		respect to such alternate remittance schedule. Pending deposit into the
		Collection Account, Collections may be commingled and used by the Servicer at
		its own risk and are not required to be segregated from its own funds.
	 

	 
		SECTION 4.3 Additional Deposits and Payments. (a) On the date of a repurchase of a Receivable by the
		Depositor pursuant to Section 2.3
		or the purchase of a Receivable by the Servicer pursuant to Section 3.6, as applicable, the Servicer and the Depositor, as
		applicable, will deposit into the Collection Account the aggregate Repurchase
		Price with respect to Repurchased Receivables purchased by the Servicer or the
		Depositor on such date and the Servicer will deposit into the Collection
		Account all amounts to be paid under Section 8.1. All
		such deposits 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		with respect to any such date which is a
		Payment Date will be made, in immediately available funds by noon, New York
		City time, on such Payment Date related to such Collection Period.
	 

	 
		(b) The Indenture Trustee will, on the
		Payment Date relating to each Collection Period, withdraw from the Reserve
		Account the Reserve Account Draw Amount and the investment income accrued
		during such Collection Period from the investment of funds in the Reserve
		Account and deposit such amounts in the Collection Account.
	 

	 
		(c) The Indenture Trustee will, on each
		Payment Date, withdraw from the Reserve Account the Reserve Account Excess
		Amount, if any, for such Payment Date and deposit such amount in the Collection
		Account.
	 

	 
		(d) On the Closing Date the Depositor
		will deposit, or cause to be deposited from proceeds of the sale of the Notes,
		into the Reserve Account, an amount equal to the Initial Reserve Account
		Deposit Amount.
	 

	 
		(e) On or prior to the third Business
		Day preceding each Determination Date, the Indenture Trustee shall send a
		written notice to the Servicer stating the amount of investment income earned,
		if any, during the related Collection Period on each Trust Account maintained
		at the Indenture Trustee.
	 

	 
		(f) [The Indenture Trustee will
		promptly, but in no event later than noon (New York City time) on the related
		Payment Date, deposit into the Collection Account all Net Swap Receipts
		received by it under the Interest Rate Swap Agreement in immediately available
		funds.]
	 

	 
		SECTION 4.4 Distributions.
	 

	 
		(a) Prior to any acceleration of the
		Notes pursuant to Section
		5.2 of the Indenture, on each Payment
		Date, the Indenture Trustee (based on information contained in the
		Servicer’s Certificate delivered on or before the related Determination
		Date pursuant to Section
		3.8) shall make the following deposits
		and distributions, to the extent of Available Funds and the Reserve Account
		Draw Amount, on deposit in the Collection Account for such Payment Date, in the
		following order of priority:
	 

	 
			
				
				   
				

			 	
				
				  (1)
				

			 	
				
				  first, to the Indenture Trustee and the Owner Trustee, any
				  accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner
				  Trustee fees with respect to prior periods) and any reasonable expenses
				  (including indemnification amounts) not previously paid by the Servicer after a
				  demand for the payment of such amounts has been made by the Indenture Trustee
				  or Owner Trustee, as applicable; provided,
				  however, that expenses and indemnification amounts payable to
				  the Indenture Trustee and the Owner Trustee pursuant to this clause
				  first and Section
				  5.4(b)(i) of the Indenture shall be
				  limited to $150,000 per annum in the aggregate;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (2)
				

			 	
				
				  second, to the Servicer, the Servicing Fee and all unpaid
				  Servicing Fees with respect to prior periods;
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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				  [(3)
				

			 	
				
				  third, to the Swap Counterparty, the Net Swap
				  Payment;]
				

			 

 

	 
			
				
				   
				

			 	
				
				  (4)
				

			 	
				
				  fourth, on a pro rata basis [(a)] to the Class A
				  Noteholders, the Accrued Class A Note Interest due and accrued for the related
				  Interest Period; provided, that
				  if there are not sufficient funds available to pay the entire amount of the
				  Accrued Class A Note Interest, the amounts available will be applied to the
				  payment of such interest on the Class A Notes on a pro rata basis [and (b) to
				  the Swap Counterparty, any Senior Swap Termination Payments payable to the Swap
				  Counterparty];
				

			 

 

	 
			
				
				   
				

			 	
				
				  (5)
				

			 	
				
				  fifth, to the Principal Distribution Account for distribution
				  to the Noteholders pursuant to Section
				  8.2(c) of the Indenture, the First
				  Allocation of Principal, if any;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (6)
				

			 	
				
				  sixth, to the Class B Noteholders, the Accrued Class B Note
				  Interest due and accrued for the related Interest Period;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (7)
				

			 	
				
				  seventh, to the Principal Distribution Account for distribution
				  to the Noteholders in accordance with Section 8.2(c)
				  of the Indenture, the Second Allocation of Principal, if any;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (8)
				

			 	
				
				  eighth, to the Reserve Account, any additional amount required
				  to increase the amount on deposit in the Reserve Account up to the Specified
				  Reserve Account Balance;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (9)
				

			 	
				
				  ninth, to the Owner Trustee and the Indenture Trustee, accrued
				  and unpaid fees and reasonable expenses (including indemnification amounts)
				  permitted under this Agreement, the Trust Agreement and the Indenture, as
				  applicable, which have not been previously paid; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  [(10)
				

			 	
				
				  tenth, to the Swap Counterparty, any Subordinate Swap
				  Termination Payment payable to the Swap Counterparty and any other amounts
				  payable by the Issuer to the Swap Counterparty and not previously paid;]

				

			 

 

	 
			
				
				   
				

			 	
				
				  (11)
				

			 	
				
				  eleventh, to or at the direction of the Residual Interestholder,
				  any funds remaining.
				

			 

 

	 
		Notwithstanding any other provision of this
		Section 4.4, following the occurrence and during the continuation
		of an Event of Default which has resulted in an acceleration of the Notes, the
		Indenture Trustee shall apply all amounts on deposit in the Collection Account
		pursuant to Section
		5.4(b) of the Indenture.
	 

	 
		(b) After the payment in full of the
		Notes, [all amounts payable to the Swap Counterparty] and all other amounts
		payable under Section 4.4(a), all Collections shall be paid to or in accordance with
		the instructions provided from time to time by the Residual
		Interestholder.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		SECTION 4.5 Net Deposits. So
		long as the Monthly Remittance Condition is satisfied, the Servicer shall be
		permitted to deposit into the Collection Account only the net amount
		distributable to Persons other than the Servicer and its Affiliates on the
		Payment Date. The Servicer shall, however, account as if all of the deposits
		and distributions described herein were made individually.
	 

	 
		SECTION 4.6 Statements to Residual Interestholders and
		Noteholders. On or before each
		Determination Date, the Servicer shall provide to the Residual Interestholders
		and to the Indenture Trustee (with a copy to each Rating Agency[, the Swap
		Counterparty] and the Issuer) for the Indenture Trustee to forward or otherwise
		make available to each Noteholder of record as of the most recent Record Date,
		a statement setting forth for the Collection Period and Payment Date relating
		to such Determination Date the following information (to the extent
		applicable):
	 

	 
		(a) the aggregate amount being paid on
		such Payment Date in respect of interest on and principal of each Class of
		Notes;
	 

	 
		(b) the Class A-1 Note Balance, the
		Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance
		and the Class B Note Balance, in each case after giving effect to payments on
		such Payment Date;
	 

	 
		(c) (i) the amount on deposit in the
		Reserve Account and the Specified Reserve Account Balance, each as of the
		beginning and end of the related Collection Period, (ii) the amount deposited
		in the Reserve Account in respect of such Payment Date, if any, (iii) the
		Reserve Account Draw Amount and the Reserve Account Excess Amount, if any, to
		be withdrawn from the Reserve Account on such Payment Date, (iv) the balance on
		deposit in the Reserve Account on such Payment Date after giving effect to
		withdrawals therefrom and deposits thereto in respect of such Payment Date and
		(v) the change in such balance from the immediately preceding Payment
		Date;
	 

	 
		(d) the First Allocation of Principal
		and the Second Allocation of Principal for such Payment Date;
	 

	 
		(e) the Pool Balance and the Pool
		Factor as of the close of business on the last day of the preceding Collection
		Period;
	 

	 
		(f) the amount of the Servicing Fee to
		be paid to the Servicer with respect to the related Collection Period and the
		amount of any unpaid Servicing Fees and the change in such amount from that of
		the prior Payment Date;
	 

	 
		(g) the amounts of the Class A
		Noteholders’ Interest Carryover Shortfall and the Class B
		Noteholders’ Interest Carryover Shortfall, if any, on such Payment Date
		and the change in such amounts from the preceding Payment Date;
	 

	 
		(h) the aggregate Repurchase Price with
		respect to Repurchased Receivables paid by (i) the Servicer and (ii) the
		Depositor with respect to the related Collection Period; 
	 

	 
		(i) the amount of fees to be paid to
		the Indenture Trustee and the Owner Trustee with respect to the related Payment
		Date;
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		(j) the number of and the Pool Balance
		of the Receivables as of the close of business on the first day and the last
		day of the related Collection Period after giving effect to payments allocated
		to principal for the related Payment Date;
	 

	 
		(k) the Record Date, Determination
		Date, Interest Period and Payment Date for each Class of Notes;
	 

	 
		(l) the amount of any Liquidation
		Proceeds received by the Servicer during the related Collection Period;
	 

	 
		(m) the number of and the Principal
		Balance of Receivables for which the related Financed Vehicle has been
		repossessed by the Servicer during the related Collection Period;
	 

	 
		(n) the number of and the aggregate
		amount of monthly interest and principal payments due on Receivables which are
		or have become delinquent during the related Collection Period; [and]
	 

	 
		(o) [the Interest Rate on the Class
		[A-4] Notes for the related Interest Period; and]
	 

	 
		(p) [the Net Swap Receipts and Net Swap
		Payment, if any.]
	 

	 
		Each amount set forth pursuant to
		clause (a) or (g) above
		relating to the Notes shall be expressed as a dollar amount per $1,000 of the
		Initial Note Balance of the Notes (or Class thereof).
	 

	 
		The Indenture Trustee may make available via
		the Indenture Trustee’s internet website all reports or notices required
		to be provided by the Indenture Trustee under this Section 4.6. Any
		information that is disseminated in accordance with the provisions of this
		Section 4.6 shall not be required to be disseminated in any other
		form or manner. The Indenture Trustee will make no representation or warranties
		as to the accuracy or completeness of such documents and will assume no
		responsibility therefor.
	 

	 
		The Indenture Trustee’s internet
		website shall be initially located at “[______________]” or at such
		other address as shall be specified by the Indenture Trustee from time to time
		in writing to the Noteholders, the Servicer, the Issuer or any Paying Agent. In
		connection with providing access to the Indenture Trustee’s internet
		website, the Indenture Trustee may require registration and the acceptance of a
		disclaimer. The Indenture Trustee shall not be liable for the dissemination of
		information in accordance with this Agreement.
	 

	 
		SECTION 4.7 No Duty to Confirm. The Indenture Trustee shall have no duty or obligation
		to verify or confirm the accuracy of any of the information or numbers set
		forth in the Servicer’s Certificate delivered by the Servicer to the
		Indenture Trustee, and the Indenture Trustee shall be fully protected in
		relying upon such Servicer’s Certificate.
	 

	 
		SECTION 4.8 [Interest Rate Swap Agreement.
	 

	 
		(a) The Issuer shall enter into the
		Initial Interest Rate Swap Agreement with the Initial Swap Counterparty.
		Subject to the requirements of this Section 4.8, the
		Issuer may from time to time enter into one or more Replacement Interest Rate
		Swap Agreements in the event 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		that the Initial Interest Rate Swap
		Agreement is terminated due to any “Termination Event” or “Event
		of Default” (each as defined in the Initial Interest Rate Swap Agreement)
		prior to its scheduled expiration and in accordance with the terms of such
		Interest Rate Swap Agreement. Other than any Replacement Interest Rate Swap
		Agreement entered into pursuant to this Section 4.8(a),
		the Issuer may not enter into any additional interest rate swap
		agreements.
	 

	 
		(b) In the event of any early
		termination of the Initial Interest Rate Swap Agreement, (i) the Indenture
		Trustee shall establish the Swap Termination Payment Account over which the
		Indenture Trustee shall have exclusive control and the sole right of
		withdrawal, and in which no Person other than the Indenture Trustee and the
		Noteholders shall have any legal or beneficial interest, (ii) any Swap
		Termination Payments received from the Swap Counterparty will be remitted to
		the Swap Termination Payment Account and (iii) any Swap Replacement Proceeds
		received from a Replacement Swap Counterparty will be remitted directly to the
		Swap Counterparty; provided, that
		any such remittance to the Swap Counterparty shall not exceed the amounts, if
		any, owed to the Swap Counterparty under the Interest Rate Swap Agreement;
		provided, further that the
		Swap Counterparty shall only receive Swap Replacement Proceeds if all
		Swap Termination Payments due from the Swap Counterparty to
		the Issuer have been paid in full and if such amounts have not been paid in
		full then the amount of Swap Replacement Proceeds necessary to make up any
		deficiency shall be remitted to the Swap Termination Payment Account.
	 

	 
		(c) The Issuer shall promptly,
		following the early termination of any Interest Rate Swap Agreement due to an
		“Event of Default” or “Termination Event” (each as defined
		in the Interest Rate Swap Agreement) and in accordance with the terms of such
		Interest Rate Swap Agreement, enter into a Replacement Interest Rate Swap
		Agreement to the extent possible and practicable through application of funds
		available in the Swap Termination Payment Account unless entering into such
		Replacement Interest Rate Swap Agreement will cause the Rating Agency Condition
		not to be satisfied.
	 

	 
		(d) To the extent that (i) the funds
		available in the Swap Termination Payment Account exceed the costs of entering
		into a Replacement Interest Rate Swap Agreement or (ii) the Issuer determines
		not to replace the Interest Rate Swap Agreement and the Rating Agency Condition
		is met with respect to such determination, the amounts in the Swap Termination
		Payment Account (other than funds used to pay the costs of entering into a
		Replacement Interest Rate Swap Agreement, if applicable) shall be included in
		Available Funds and allocated and applied in accordance with the order of
		priority specified in Section
		4.4(a) on the following Payment Date.
		In any situation other than (i) and (ii) above where a Replacement Interest
		Rate Swap Agreement has not been obtained, amounts on deposit in the Swap
		Termination Payment Account at any time shall be invested pursuant to
		Section 4.1(b) and on each Payment Date after the creation of the Swap
		Termination Payment Account, the funds therein shall be used to cover any
		shortfalls in the amounts payable under clauses (1) through (7) under
		Section 4.4(a), provided that in no event will the amount withdrawn
		from the Swap Termination Payment Account on such Payment Date exceed the
		amount of Net Swap Receipts that would have been required to be paid on such
		Payment Date under the terminated Interest Rate Swap Agreement had there been
		no termination of such transaction. Any amounts remaining in the Swap
		Termination Payment Account after payment in full of the Class B Notes shall be
		included in 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		Available Funds and allocated in accordance
		with the order of priority specified in Section 4.4(a) on the following Payment Date. 
	 

	 
		(e) If the Swap Counterparty is
		required to post collateral under the terms of the Interest Rate Swap
		Agreement, the Indenture Trustee shall establish the Swap Collateral Account
		over which the Indenture Trustee shall have exclusive control and the sole
		right of withdrawal, and in which no Person other than the Indenture Trustee
		and the Noteholders shall have any legal or beneficial interest. The Indenture
		Trustee shall deposit all collateral received from the Swap Counterparty under
		the Interest Rate Swap Agreement into the Swap Collateral Account. Any and all
		funds at any time on deposit in, or otherwise to the credit of, the Swap
		Collateral Account shall be held in trust by the Indenture Trustee for the
		benefit of the Noteholders. The only permitted withdrawal from or application
		of funds on deposit in, or otherwise to the credit of, the Swap Collateral
		Account shall be (i) for application to obligations of the Swap Counterparty to
		the Issuer under the Interest Rate Swap Agreement in accordance with the terms
		of the Initial Rate Swap Agreement or (ii) to return collateral to the Swap
		Counterparty when and as required by the Interest Rate Swap Agreement.
	 

	 
		(f) If at any time the Interest Rate
		Swap Agreement becomes subject to early termination due to the occurrence of an
		“Event of Default” or “Termination Event” (as defined in
		the Interest Rate Swap Agreement), the Issuer shall use reasonable efforts
		(following the expiration of any applicable grace period) to enforce the rights
		of the Issuer thereunder as may be permitted by the terms of the Interest Rate
		Swap Agreement and consistent with the terms hereof. To the extent not fully
		paid from Swap Replacement Proceeds, any Swap Termination Payment owed by the
		Issuer to the Swap Counterparty under the Interest Rate Swap Agreement shall be
		payable to the Swap Counterparty in installments made on each following Payment
		Date until paid in full in accordance with the order of priority specified in
		Section 4.4(a). To the extent that the Swap Replacement Proceeds
		exceed any such Swap Termination Payments (or if there are no Swap Termination
		Payments due to the Swap Counterparty), the Swap Replacement Proceeds in excess
		of such Swap Termination Payments, if any, shall be included in Available Funds
		and allocated and applied in accordance with the order of priority specified in
		Section 4.4(a) on the following Payment Date.]
	 

	 
		ARTICLE V
	 

	 
		THE DEPOSITOR
	 

	 
		SECTION 5.1 Representations and Warranties of
		Depositor. The Depositor makes the
		following representations and warranties as of the Closing Date on which the
		Issuer will be deemed to have relied in acquiring the Transferred Assets. The
		representations and warranties speak as of the execution and delivery of this
		Agreement and will survive the conveyance of the Transferred Assets to the
		Issuer and the pledge thereof by the Issuer to the Indenture Trustee pursuant
		to the Indenture:
	 

	 
		(a) Existence and Power. The Depositor is a Delaware limited liability company
		validly existing and in good standing under the laws of its state of
		organization and has, in all material respects, full power and authority to own
		its assets and operate its business as presently owned or operated, and to
		execute, deliver and perform its obligations under the Transaction 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		Documents to which it is a party or affect
		the enforceability or collectibility of the Receivables or any other part of
		the Transferred Assets. The Depositor 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 Depositor to perform its obligations under
		the Transaction Documents or affect the enforceability or collectibility of the
		Receivables or any other part of the Transferred Assets.
	 

	 
		(b) Authorization
		and No Contravention. The execution,
		delivery and performance by the Depositor of the Transaction Documents to which
		it is a party have been duly authorized by all necessary action on the part of
		the Depositor and do not contravene or constitute a default under (i) any
		applicable law, rule or regulation, (ii) its organizational documents or (iii)
		any indenture or agreement or instrument to which the Depositor is a party or
		by which its properties are bound (other than violations of such laws, rules,
		regulations, indentures or agreements 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 Depositor’s ability to perform its obligations
		under, the Transaction Documents). 
	 

	 
		(c) No Consent Required. No approval or authorization by, or filing with, any
		Governmental Authority is required in connection with the execution, delivery
		and performance by the Depositor of any Transaction Document other than (i) UCC
		filings, (ii) approvals and authorizations that have previously been obtained
		and filings that have previously been made and (iii) approval, authorizations
		or filings which, if not obtained or made, would not have a material adverse
		effect on the enforceability or collectibility of the Receivables or any other
		part of the Transferred Assets or would not materially and adversely affect the
		ability of the Depositor to perform its obligations under the Transaction
		Documents.
	 

	 
		(d) Binding Effect.
		Each Transaction Document to which the Depositor is a party constitutes the
		legal, valid and binding obligation of the Depositor enforceable against the
		Depositor 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 the enforcement
		of 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.
	 

	 
		(e) Lien Filings.
		The Depositor is not aware of any material judgment, ERISA or tax lien filings
		against the Depositor.
	 

	 
		(f) No Proceedings.
		There are no actions, orders, suits or proceedings pending or, to the knowledge
		of the Depositor, threatened against the Depositor 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, (iii)
		seek any determination or ruling that would materially and adversely affect the
		performance by the Depositor of its obligations under this Agreement or any of
		the other Transaction Documents or the collectibility or enforceability of the
		Receivables or have a material adverse effect on the Noteholders, or (iv)
		relate to the Depositor that would 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		materially and adversely affect the federal
		or Applicable Tax State income, excise, franchise or similar tax attributes of
		the Notes.
	 

	 
		(g) Legal Name.
		“SunTrust Auto Receivables, LLC” is the Depositor’s correct
		legal name and has been the Depositor’s legal name at all times since its
		formation. “SunTrust Auto Receivables, LLC” is the name of the
		Depositor indicated on the public record of the Depositor’s jurisdiction
		of organization which shows the Depositor to have been organized.
	 

	 
		(h) Investment Company Act. The Depositor is not an “investment company”
		that is registered or required to be registered under, or otherwise subject to
		the restrictions of, the Investment Company Act of 1940, as amended.
	 

	 
		SECTION 5.2 Liability of the Depositor; Indemnities. The Depositor shall be liable in accordance herewith
		only to the extent of the obligations specifically undertaken by the Depositor
		under this Agreement, and hereby agrees to the following: 
	 

	 
		(a) The Depositor shall indemnify,
		defend, and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee,
		the Noteholders and the Residual Interestholder from and against any loss,
		liability or expense incurred by reason of the Depositor’s violation of
		federal or State securities laws in connection with the registration or the
		sale of the Notes.
	 

	 
		(b) The Depositor will pay any and all
		taxes levied or assessed upon the Issuer or upon all or any part of the Trust
		Estate.
	 

	 
		(c) Indemnification under this
		Section 5.2 will survive the resignation or removal of the Owner
		Trustee or the Indenture Trustee and the termination of this Agreement and will
		include, without limitation, reasonable fees and expenses of counsel and
		expenses of litigation. If the Depositor has made any indemnity payments
		pursuant to this Section
		5.2 and the Person to or on behalf of
		whom such payments are made thereafter collects any of such amounts from
		others, such Person will promptly repay such amounts to the Depositor, without
		interest.
	 

	 
		(d) The Depositor’s obligations
		under this Section 5.2 are obligations solely of the Depositor and will not
		constitute a claim against the Depositor to the extent that the Depositor does
		not have funds sufficient to make payment of such obligations. In furtherance
		of and not in derogation of the foregoing, the Issuer, the Servicer, the
		Indenture Trustee and the Owner Trustee, by entering into or accepting this
		Agreement, acknowledge and agree that they have no right, title or interest in
		or to the Other Assets of the Depositor. To the extent that, notwithstanding
		the agreements and provisions contained in the preceding sentence, the Issuer,
		the Servicer, the Indenture Trustee or the Owner Trustee 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 the Issuer, the Servicer, the Indenture Trustee or the
		Owner Trustee further acknowledges and agrees that any such interest, claim or
		benefit in or from Other Assets is and will be expressly subordinated to the
		indefeasible payment in full, which, under the terms of the relevant documents
		relating to the securitization or conveyance of such Other Assets, are 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		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 Depositor), 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. The
		Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further
		acknowledges and agrees that no adequate remedy at law exists for a breach of
		this Section 5.2(d) and the terms of this Section 5.2(d)
		may be enforced by an action for specific performance. The provisions of this
		Section 5.2(d) will be for the third party benefit of those entitled
		to rely thereon and will survive the termination of this Agreement.
	 

	 
		SECTION 5.3 Merger or Consolidation of, or Assumption of the
		Obligations of, Depositor. Any Person
		(i) into which the Depositor may be merged or consolidated, (ii) resulting from
		any merger, conversion, or consolidation to which the Depositor is a party,
		(iii) succeeding to the business of the Depositor, or (iv) more than 50% of the
		voting stock or voting power and 50% or more of the economic equity of which is
		owned directly or indirectly by SunTrust Banks, Inc., which Person in any of
		the foregoing cases executes an agreement of assumption to perform every
		obligation of the Depositor under this Agreement, will be the successor to the
		Depositor under this Agreement without the execution or filing of any document
		or any further act on the part of any of the parties to this Agreement.
		Notwithstanding the foregoing, if the Depositor enters into any of the
		foregoing transactions and is not the surviving entity, (x) the Depositor shall
		deliver to the Indenture Trustee an Officer’s Certificate and an Opinion
		of Counsel each stating that such merger, conversion, consolidation or
		succession and such agreement of assumption comply with this Section 5.3 and
		that all conditions precedent, if any, provided for in this Agreement relating
		to such transaction have been complied with and (y) the Depositor will deliver
		to the Indenture Trustee an Opinion of Counsel either (A) stating that, in the
		opinion of such counsel, all financing statements and continuation statements
		and amendments thereto have been executed and filed that are necessary fully to
		preserve and protect the interest of the Issuer and the Indenture Trustee,
		respectively, in the Receivables, and reciting the details of such filings, or
		(B) stating that, in the opinion of such counsel, no such action is necessary
		to preserve and protect such interest. The Depositor will provide notice of any
		merger, conversion, consolidation, or succession pursuant to this
		Section 5.3 to the Rating Agencies. Notwithstanding anything herein
		to the contrary, the execution of the foregoing agreement of assumption and
		compliance with clauses (x) and (y) of this Section 5.3 will
		be conditions to the consummation of any of the transactions referred to in
		clauses (i), (ii) or (iii) of this Section 5.3 in
		which the Depositor is not the surviving entity. 
	 

	 
		SECTION 5.4 Limitation on Liability of Depositor and
		Others. The Depositor and any officer
		or employee or agent of the Depositor may rely in good faith on the advice of
		counsel or on any document of any kind, prima facie properly executed and
		submitted by any Person respecting any matters arising hereunder. The Depositor
		will not be under any obligation to appear in, prosecute, or defend any legal
		action that is not incidental to its obligations under this Agreement, and that
		in its opinion may involve it in any expense or liability.
	 

	 
		SECTION 5.5 Depositor May Own Notes. The Depositor, and any Affiliate of the Depositor, may
		in its individual or any other capacity become the owner or pledgee of Notes
		
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		with the same
		rights as it would have if it were not the Depositor or an Affiliate thereof,
		except as otherwise expressly provided herein or in the other Transaction
		Documents. Except as set forth herein or in the other Transaction Documents,
		Notes so owned by the Depositor or any such Affiliate will have an equal and
		proportionate benefit under the provisions of this Agreement and the other
		Transaction Documents, without preference, priority, or distinction as among
		all of the Notes. Unless all Notes are owned by the Issuer, the Depositor, the
		Servicer, the Administrator or any of their respective Affiliates, any Notes
		owned by the Issuer, the Depositor, the Servicer, the Administrator or any of
		their respective Affiliates shall be disregarded with respect to the
		determination of any request, demand, authorization, direction, notice,
		consent, vote or waiver hereunder or under any other Transaction
		Document.
	 

	 
		SECTION 5.6
		Sarbanes-Oxley Act
		Requirements. To the extent any
		documents are required to be filed or any certification is required to be made
		with respect to the Issuer or the Notes pursuant to the Sarbanes-Oxley Act, the
		Issuer hereby authorizes the Servicer and the Depositor, or either of them, to
		prepare, sign, certify and file any such documents or certifications on behalf
		of the Issuer. 
	 

	 
		SECTION 5.7
		Compliance with Organizational
		Documents. The Depositor shall comply
		with its limited liability company agreement and other organizational
		documents.
	 

	 
		SECTION 5.8
		Perfection Representations, Warranties
		and Covenants. The Depositor hereby
		makes the perfection representations, warranties and covenants attached hereto
		as Exhibit A to the Issuer and the Indenture Trustee and the Issuer
		shall be deemed to have relied on such representations, warranties and
		covenants in acquiring the Transferred Assets.
	 

	 
		ARTICLE VI

	 

	 
		THE SERVICER
	 

	 
		SECTION 6.1
		Representations of
		Servicer. The Servicer makes the
		following representations and warranties as of the Closing Date on which the
		Issuer will be deemed to have relied in acquiring the Transferred Assets. The
		representations and warranties speak as of the execution and delivery of this
		Agreement and will survive the conveyance of the Transferred Assets to the
		Issuer and the pledge thereof by the Issuer to the Indenture Trustee pursuant
		to the Indenture:
	 

	 
		(a) Existence and Power. The Servicer is a Georgia chartered bank validly
		existing and in good standing under the laws of its state of organization and
		has, in all material respects, full power and authority to own its assets and
		operate its business as presently owned or operated, and to execute, deliver
		and perform its obligations under the Transaction Documents to which it is a
		party or which affect the enforceability or collectibility of the Receivables
		or any other part of the Transferred Assets. The Servicer 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 Servicer to perform
		its obligations under the Transaction Documents or affect the enforceability or
		collectibility of the Receivables or any other part of the Transferred
		Assets.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

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

	 
		(c) No Consent Required. No approval or authorization by, or filing with, any
		Governmental Authority is required in connection with the execution, delivery
		and performance by the Servicer of any Transaction Document other than (i) UCC
		filings, (ii) approvals and authorizations that have previously been obtained
		and filings that have previously been made or approvals, authorizations or
		filings which will be made on a timely basis and (iii) approval, authorizations
		or filings which, if not obtained or made, would not have a material adverse
		effect on the enforceability or collectibility of the Receivables or would not
		materially and adversely affect the ability of the Servicer to perform its
		obligations under the Transaction Documents.
	 

	 
		(d) Binding Effect.
		Each Transaction Document to which the Servicer is a party constitutes the
		legal, valid and binding obligation of the Servicer enforceable against the
		Servicer 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 corporations
		from time to time in effect or by general principles of equity.
	 

	 
		(e) No Proceedings.
		There are no actions, suits or proceedings pending or, to the knowledge of the
		Servicer, threatened against the Servicer 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, (iii) seek any
		determination or ruling that would materially and adversely affect the
		performance by the Servicer of its obligations under this Agreement or any of
		the other Transaction Documents, or (iv) relate to the Servicer that would
		materially and adversely affect the federal or Applicable Tax State income,
		excise, franchise or similar tax attributes of the Notes.
	 

	 
		SECTION 6.2
		Indemnities of Servicer. The Servicer will be liable in accordance herewith
		only to the extent of the obligations specifically undertaken by the Servicer
		under this Agreement, and hereby agrees to the following:
	 

	 
		(a) The Servicer will defend, indemnify and
		hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the
		Noteholders, the Residual Interestholders and the Depositor from and against
		any and all costs, expenses, losses, damages, claims and liabilities, arising
		out 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		of or resulting from the use, ownership or
		operation by the Servicer or any Affiliate thereof of a Financed Vehicle.
		
	 

	 
		(b) The Servicer will indemnify, defend and
		hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and
		against any taxes that may at any time be asserted against any such Person with
		respect to the transactions contemplated herein or in the other Transaction
		Documents, if any, including, without limitation, any sales, gross receipts,
		general corporation, tangible personal property, privilege, or license taxes
		(but, in the case of the Issuer, not including any taxes asserted with respect
		to, and as of the date of, the conveyance of the Receivables to the Issuer or
		the issuance and original sales of the Notes, or asserted with respect to
		ownership of the Receivables, or federal or other Applicable Tax State income
		taxes arising out of the transactions contemplated by this Agreement and the
		other Transaction Documents) and costs and expenses in defending against the
		same. For the avoidance of doubt, the Servicer will not indemnify for any
		costs, expenses, losses, claims, damages or liabilities due to the credit risk
		of the Obligor and for which reimbursement would constitute recourse for
		uncollectible Receivables.
	 

	 
		(c) The Servicer will indemnify, defend and
		hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the
		Noteholders, the Residual Interestholders and the Depositor from and against
		any and all costs, expenses, losses, claims, damages, and liabilities to the
		extent that such cost, expense, loss, claim, damage, or liability arose out of,
		or was imposed upon any such Person through, the negligence, willful
		misfeasance, or bad faith (other than errors in judgment) of the Servicer in
		the performance of its duties under this Agreement or any other Transaction
		Document to which it is a party, or by reason of its failure to perform its
		obligations or of reckless disregard of its obligations and duties under this
		Agreement or any other Transaction Document to which it is a party;
		provided, however, that
		the Servicer will not indemnify for any costs, expenses, losses, claims,
		damages or liabilities arising from its breach of any covenant for which the
		repurchase of the affected Receivables is specified as the sole remedy pursuant
		to Section 3.6.
	 

	 
		(d) The Servicer will indemnify
		[____________________] in its individual capacity and as trustee and its
		successors, assigns, directors, officers, employees and agents (the
		“Indemnified
		Parties”) from and against, any
		and all loss, liability, expense, tax, penalty or claim (including reasonable
		legal fees and expenses) of any kind and nature whatsoever which may at any
		time be imposed on, incurred by, or asserted against [____________________] in
		its individual capacity and as trustee or any Indemnified Party in any way
		relating to or arising out of the Trust Agreement, the other Transaction
		Documents, the Trust Estate, the administration of the Trust Estate or the
		action or inaction of [____________________] under the Trust Agreement;
		provided,
		however, that the Servicer shall not be
		liable for or required to indemnify [____________________] from and against any
		of the foregoing expenses arising or resulting from (i) its own willful
		misconduct, bad faith or gross negligence, (ii) the inaccuracy of any
		representation or warranty contained in Section 7.3 of
		the Trust Agreement expressly made by [____________________] in its individual
		capacity, (iii) liabilities arising from the failure of [____________________]
		to perform obligations expressly undertaken by it in the last sentence of
		Section 6.4 of the Trust Agreement or (iv) taxes, fees or other
		charges on, based on or measured by, any fees, commissions or compensation
		received by the Owner Trustee. To 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		the extent not paid by the Servicer, such
		indemnification shall be paid in accordance with Section 4.4 of
		this Agreement or Section
		5.4(b) of the Indenture. 
	 

	 
		The Servicer will compensate the Indenture
		Trustee and indemnify the Indenture Trustee to the extent and subject to the
		conditions set forth in Section
		6.7 of the Indenture, except to the
		extent that any cost, expense, loss, claim, damage or liability arises out of
		or is incurred in connection with the performance by the Indenture Trustee of
		the duties of a Successor Servicer hereunder.
	 

	 
		(e) Indemnification under this
		Section 6.2 by SunTrust (or any successor thereto pursuant to
		Section 7.1) as Servicer, with respect to the period such Person
		was the Servicer, will survive the termination of such Person as Servicer or a
		resignation by such Person as Servicer as well as the termination of this
		Agreement or the resignation or removal of the Owner Trustee or the Indenture
		Trustee and will include reasonable fees and expenses of counsel and expenses
		of litigation. If the Servicer has made any indemnity payments pursuant to this
		Section 6.2 and the Person to or on behalf of whom such payments
		are made thereafter collects any of such amounts from others, such Person will
		promptly repay such amounts to the Servicer, without interest.
	 

	 
		SECTION 6.3
		Merger or Consolidation of, or
		Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged
		or consolidated, (ii) resulting from any merger, conversion, or consolidation
		to which the Servicer is a party, (iii) succeeding to the business of the
		Servicer, or (iv) of which SunTrust Banks, Inc. owns, directly or indirectly,
		more than 50% of the voting stock or voting power and 50% or more of the
		economic equity, which Person in any of the foregoing cases executes an
		agreement of assumption to perform every obligation of the Servicer under this
		Agreement, will be the successor to the Servicer under this Agreement without
		the execution or filing of any paper or any further act on the part of any of
		the parties to this Agreement. Notwithstanding the foregoing, if the Servicer
		enters into any of the foregoing transactions and is not the surviving entity,
		(x) the Servicer shall deliver to the Indenture Trustee an Officer’s
		Certificate and an Opinion of Counsel each stating that such merger,
		conversion, consolidation, or succession and such agreement of assumption
		comply with this Section
		6.3 and that all conditions precedent
		provided for in this Agreement relating to such transaction have been complied
		with and (y) the Servicer will deliver to the Indenture Trustee an Opinion of
		Counsel either (A) stating that, in the opinion of such counsel, all financing
		statements and continuation statements and amendments thereto have been
		executed and filed that are necessary fully to preserve and protect the
		interest of the Issuer and the Indenture Trustee, respectively, in the
		Receivables, and reciting the details of such filings, or (B) stating that, in
		the opinion of such counsel, no such action is necessary to preserve and
		protect such interests. The Servicer will provide notice of any merger,
		conversion, consolidation or succession pursuant to this Section 6.3 to
		the Rating Agencies. Notwithstanding anything herein to the contrary, the
		execution of the foregoing agreement of assumption and compliance with clauses
		(x) and (y) of this Section 6.3
		will be conditions to the consummation of any of the transactions referred to
		in clauses (i), (ii), or (iii) of this Section 6.3 in
		which the Servicer is not the surviving entity.
	 

	 
		SECTION 6.4
		Limitation on Liability of Servicer and
		Others. (a) Neither the Servicer nor
		any of the directors, officers, employees or agents of the Servicer will be
		under any liability to the Issuer, the Indenture Trustee, the Owner Trustee,
		the Noteholders[, the Swap 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		Counterparty] or the Residual
		Interestholders, for any action taken or for refraining from the taking of any
		action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any
		such Person against any liability that would otherwise be imposed by reason of
		willful misfeasance or bad faith in the performance of duties or by reason of
		its failure to perform its obligations or of reckless disregard of obligations
		and duties under this Agreement, or by reason of negligence in the performance
		of its duties under this Agreement (except for errors in judgment). The
		Servicer and any director, officer or employee or agent of the Servicer may
		rely in good faith on any Opinion of Counsel or on any Officer’s
		Certificate of the Depositor or certificate of auditors believed to be genuine
		and to have been signed by the proper party in respect of any matters arising
		under this Agreement.
	 

	 
		(b) Except as provided in this Agreement,
		the Servicer will not be under any obligation to appear in, prosecute, or
		defend any legal action that is not incidental to its duties to service the
		Receivables in accordance with this Agreement, and that in its opinion may
		involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action
		that it may deem necessary or desirable in respect of this Agreement and the
		rights and duties of the parties to this Agreement and the interests of the
		Noteholders and the Residual Interestholders under this Agreement. In such
		event, the legal expenses and costs of such action and any liability resulting
		therefrom will be expenses, costs and liabilities of the Servicer.
	 

	 
		SECTION 6.5
		Delegation of Duties. The Servicer may, at any time without notice or
		consent, delegate (a) any or all of its duties (including, without limitation,
		its duties as custodian) under the Transaction Documents to any of its
		Affiliates or (b) specific duties (including, without limitation, its duties as
		custodian) to sub-contractors who are in the business of performing such
		duties; provided, that no such delegation shall relieve the Servicer of
		its responsibility with respect to such duties and the Servicer shall remain
		obligated and liable to the Issuer and the Indenture Trustee for its duties
		hereunder as if the Servicer alone were performing such duties. 
	 

	 
		SECTION 6.6
		SunTrust Not to Resign as
		Servicer. Subject to the provisions of
		Sections 6.3 and 6.5, (a)
		SunTrust will not resign from the obligations and duties hereby imposed on it
		as Servicer under this Agreement except upon determination that the performance
		of its duties under this Agreement by reason of a change in applicable legal
		requirements is no longer permissible under applicable law and (b) SunTrust
		will not assign this Agreement or any of its rights, powers, duties or
		obligations hereunder. Notice of any such determination permitting the
		resignation of SunTrust will be communicated to the Issuer and the Indenture
		Trustee at the earliest practicable time (and, if such communication is not in
		writing, will be confirmed in writing at the earliest practicable time) and any
		such determination will be evidenced by an Opinion of Counsel to such effect
		delivered to the Issuer and the Indenture Trustee concurrently with or promptly
		after such notice. No such resignation will become effective until a successor
		Servicer has assumed the responsibilities and obligations of SunTrust as
		Servicer.
	 

	 
		SECTION 6.7
		Servicer May Own Notes. The Servicer, and any Affiliate of the Servicer, may,
		in its individual or any other capacity, become the owner or pledgee of Notes
		with the same rights as it would have if it were not the Servicer or an
		Affiliate thereof, except as otherwise expressly provided herein or in the
		other Transaction Documents. Except as set forth herein or in the other
		Transaction Documents, Notes so owned by or pledged to the Servicer or 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		such Affiliate will have an equal and
		proportionate benefit under the provisions of this Agreement, without
		preference, priority or distinction as among all of the Notes.
	 

	 
		ARTICLE
		VII
	 

	 
		TERMINATION OF SERVICER
	 

	 
		SECTION 7.1
		Termination of Servicer.
	 

	 
		(a) If a Servicer Termination Event shall
		have occurred and be continuing, the Indenture Trustee shall, at the direction
		of a majority of the Note Balance of the Controlling Class, by notice given to
		the Servicer, the Owner Trustee, the Issuer, the Administrator, the
		Noteholders[, the Swap Counterparty] and each Rating Agency, terminate the
		rights and obligations of the Servicer under this Agreement with respect to the
		Receivables. In the event the Servicer is removed or resigns as Servicer with
		respect to servicing the Receivables, the Indenture Trustee shall appoint a
		successor Servicer. Upon the Servicer’s receipt of notice of termination
		such Servicer will continue to perform its functions as Servicer under this
		Agreement only until the date specified in such termination notice or, if no
		such date is specified in such termination notice, until receipt of such
		notice. If a successor Servicer has not been appointed at the time when the
		outgoing Servicer ceases to act as Servicer in accordance with this
		Section 7.1, the Indenture Trustee without further action will
		automatically be appointed the successor Servicer. Notwithstanding the above,
		the Indenture Trustee, if it is legally unable or is unwilling to so act, will
		appoint, or petition a court of competent jurisdiction to appoint a successor
		Servicer. Any successor Servicer shall be an established institution having a
		net worth of not less than $100,000,000 and whose regular business includes the
		servicing of comparable motor vehicle receivables having an aggregate
		outstanding principal amount of not less than $50,000,000.
	 

	 
		(b) Noteholders holding not less than a
		majority of the Note Balance of the Controlling Class may waive any Servicer
		Termination Event. Upon any such waiver, such Servicer Termination Event shall
		cease to exist and be deemed to have been cured and not to have occurred for
		every purpose of this Agreement, but no such waiver shall extend to any prior,
		subsequent or other Servicer Termination Event or impair any right consequent
		thereto.
	 

	 
		(c) If replaced, the Servicer agrees that it
		will use commercially reasonable efforts at its own expense to effect the
		orderly and efficient transfer of the servicing of the Receivables to a
		successor Servicer.
	 

	 
		(d) Upon the effectiveness of the assumption
		by the successor Servicer of its duties pursuant to this Section 7.1, the
		successor Servicer shall be the successor in all respects to the Servicer in
		its capacity as Servicer under this Agreement with respect to the Receivables,
		and shall be subject to all the responsibilities, duties and liabilities
		relating thereto, except with respect to the obligations of the predecessor
		Servicer that survive its termination as Servicer, including indemnification
		obligations as set forth in Section
		6.2(e). In such event, the Indenture
		Trustee and the Owner Trustee are hereby authorized and empowered to execute
		and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or
		otherwise, any and all documents and other instruments, and to do or accomplish
		all other acts or things necessary or appropriate to 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		effect the purposes of such termination and
		replacement of the Servicer, whether to complete the transfer and endorsement
		of the Receivables and related documents, or otherwise. No Servicer shall
		resign or be relieved of its duties under this Agreement, as Servicer of the
		Receivables, until a newly appointed Servicer for the Receivables shall have
		assumed the responsibilities and obligations of the resigning or terminated
		Servicer under this Agreement.
	 

	 
		(e) In connection with such appointment, the
		Indenture Trustee may make such arrangements for the compensation of the
		successor Servicer out of Available Funds as it and such successor Servicer
		will agree; provided,
		however, that no such compensation will
		be in excess of the amount paid to the predecessor Servicer under this
		Agreement.
	 

	 
		SECTION 7.2
		Notification to
		Noteholders. Upon any termination of,
		or appointment of a successor to, the Servicer pursuant to this Article VII,
		the Indenture Trustee will give prompt written notice thereof to the Owner
		Trustee, the Issuer, the Administrator, each Rating Agency and to the
		Noteholders at their respective addresses of record.
	 

	 
		ARTICLE
		VIII
	 

	 
		OPTIONAL PURCHASE
	 

	 
		SECTION 8.1
		Optional Purchase of Trust
		Estate. The Servicer shall have the
		right at its option (the “Optional
		Purchase”) to purchase the Trust
		Estate from the Issuer on any Payment Date if the aggregate Pool Balance is
		less than or equal to 10% of the initial Pool Balance. The purchase price for
		the Trust Estate shall equal the Redemption Price (the “Optional Purchase Price”), which amount shall be deposited by the Servicer
		into the Collection Account on the Redemption Date. If the Servicer exercises
		the Optional Purchase, the Notes shall be redeemed in whole but not in part on
		the related Payment Date for the Redemption Price.
	 

	 
		ARTICLE IX

	 

	 
		MISCELLANEOUS PROVISIONS
	 

	 
		SECTION 9.1
		Amendment. 
	 

	 
		(a) Any term or provision of this Agreement
		may be amended by the Depositor and the Servicer, but without the consent of
		the Indenture Trustee, any Noteholder, [the Swap Counterparty,] the Issuer or
		the Owner Trustee; provided that
		such amendment shall not, as evidenced by an Opinion of Counsel delivered to
		the Indenture Trustee and the Owner Trustee materially and adversely affect the
		interests of the Noteholders, the Indenture Trustee or the Owner Trustee;
		provided, further, that
		such amendment shall be deemed not to materially and adversely affect the
		interests of any Noteholder, and no Opinion of Counsel shall be required, if
		the Rating Agency Condition is satisfied with respect to such amendment[;
		provided, further, that
		such amendment shall not materially and adversely affect the rights or
		obligations of the Swap Counterparty under the Interest Rate Swap Agreement
		unless the Swap Counterparty shall have consented in writing to such amendment
		(and such consent shall be deemed to have been given if the Swap Counterparty
		does not object in writing within ten (10) Business Days after confirmed verbal
		receipt of a written request for such consent); provided,
		further, that any 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		amendment requiring the Swap
		Counterparty’s consent hereunder must also satisfy the Rating Agency
		Condition to be effective].
	 

	 
		(b) Any term or provision of this Agreement
		may be amended by the Depositor and the Servicer but without the consent of the
		Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other
		Person to add, modify or eliminate any provisions as may be necessary or
		advisable in order to enable the Depositor, the Servicer or any of their
		Affiliates to comply with or obtain more favorable treatment under any law or
		regulation or any accounting rule or principle, it being a condition to any
		such amendment that the Rating Agency Condition shall have been
		satisfied.
	 

	 
		(c) This Agreement may also be amended from
		time to time by the parties hereto, with the consent of the Noteholders
		evidencing not less than a majority of the Note Balance, voting as a single
		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; provided that no
		such amendment shall (i) reduce the interest rate or principal amount of any
		Note or delay any Payment Date or the Final Scheduled Payment Date of any Note
		without the consent of the Holder of such Note or (ii) reduce the percentage of
		the Note Balance, the Holders of which are required to consent to any matter
		without the consent of the Holders of at least the percentage of the Note
		Balance which were required to consent to such matter before giving effect to
		such amendment[; provided,
		further, that such amendment shall not materially and adversely
		affect the rights or obligations of the Swap Counterparty under the Interest
		Rate Swap Agreement or the Sale and Servicing Agreement unless the Swap
		Counterparty shall have consented in writing to such amendment (and such
		consent shall be deemed to have been given if the Swap Counterparty does not
		object in writing within ten (10) Business Days after confirmed verbal receipt
		of a written request for such consent); provided,
		further, that any amendment requiring the Swap
		Counterparty’s consent hereunder must also satisfy the Rating Agency
		Condition to be effective]. It will not be necessary for the consent of
		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 Note Depository Agreement.

	 

	 
		(d) Prior to the execution of any amendment
		to this Agreement, the Servicer shall provide written notification of the
		substance of such amendment to each Rating Agency; and promptly after the
		execution of any such amendment or consent, the Servicer shall furnish a copy
		of such amendment or consent to each Rating Agency and the Indenture
		Trustee.
	 

	 
		(e) Prior to the execution of any amendment
		to this Agreement, the Depositor, the Owner Trustee and the Indenture Trustee
		shall be entitled to receive and conclusively rely upon an Opinion of Counsel
		stating that the execution of such amendment is authorized or permitted by this
		Agreement and that all conditions precedent to the execution and delivery of
		such amendment have been satisfied. The Owner Trustee and the Indenture Trustee
		may, but shall not be obligated to, enter into any such amendment which
		adversely affects the Owner Trustee’s or the Indenture Trustee’s, as
		applicable, own rights, duties or immunities under this 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		Agreement. Furthermore, notwithstanding
		anything to the contrary herein, this Agreement may not be amended in any way
		that would adversely affect the Owner Trustee’s rights, privileges,
		indemnities, duties or obligations under this Agreement, the Transaction
		Documents or otherwise without the prior written consent of the Owner
		Trustee.
	 

	 
		SECTION 9.2
		Protection of Title.
	 

	 
		(a) The Depositor shall authorize and file
		such financing statements and cause to be authorized and filed such
		continuation and other statements, all in such manner and in such places as may
		be required by law fully to preserve, maintain and protect the interest of the
		Issuer and the Indenture Trustee under this Agreement in the Purchased Assets
		(other than any Purchased Asset with respect thereto, to the extent that the
		interest of the Issuer or the Indenture Trustee therein cannot be perfected by
		the filing of a financing statement). The Depositor shall deliver (or cause to
		be delivered) to the Issuer file-stamped copies of, or filing receipts for, any
		document filed as provided above, as soon as available following such
		filing.
	 

	 
		(b) None of the Issuer, the Depositor or the
		Servicer shall change its name, identity, organizational structure or
		jurisdiction of organization in any manner that would make any financing
		statement or continuation statement filed by the Depositor in accordance with
		paragraph (a) above “seriously misleading” within the meaning of
		Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the
		Issuer and the Indenture Trustee at least five days’ prior written notice
		thereof and, to the extent necessary, has promptly filed amendments to
		previously filed financing statements or continuation statements described in
		paragraph (a) above.
	 

	 
		(c) The Depositor shall give the Issuer and
		the Indenture Trustee at least five days’ prior written notice of any
		change of location of the Depositor for purposes of Section 9-307 of the UCC
		and shall have taken all action prior to making such change (or shall have made
		arrangements to take such action substantially simultaneously with such change,
		if it is not possible to take such action in advance) reasonably necessary or
		advisable to amend all previously filed financing statements or continuation
		statements described in paragraph
		(a) above. 
	 

	 
		(d) The Servicer shall maintain (or shall
		cause its Sub-Servicer to maintain) accounts and records as to each Receivable
		accurately and in sufficient detail to permit (i) the reader thereof to know at
		any time the status of such Receivable, including payments and recoveries made
		and payments owing (and the nature of each) and (ii) reconciliation between
		payments or recoveries on (or with respect to) each Receivable and the amounts
		from time to time deposited in the Collection Account in respect of such
		Receivable.
	 

	 
		(e) The Servicer shall maintain (or shall
		cause its Sub-Servicer to maintain) its computer systems so that, from time to
		time after the conveyance under this Agreement of the Receivables, the master
		computer records (including any backup archives) that refer to a Receivable
		shall indicate clearly the interest of the Issuer in such Receivable and that
		such Receivable is owned by the Issuer and has been pledged to the Indenture
		Trustee pursuant to the Indenture. Indication of the Issuer’s and
		Indenture Trustee’s interest in a Receivable shall not 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		be deleted from or modified on such computer
		systems until, and only until, the related Receivable shall have been paid in
		full or repurchased.
	 

	 
		(f) If at any time the Servicer shall
		propose to sell, grant a security interest in or otherwise transfer any
		interest in motor vehicle receivables to any prospective purchaser, lender or
		other transferee, the Servicer shall give to such prospective purchaser, lender
		or other transferee computer tapes, records or printouts (including any
		restored from backup archives) that, if they shall refer in any manner
		whatsoever to any Receivable, shall indicate clearly that such Receivable has
		been sold and is owned by the Issuer and has been pledged to the Indenture
		Trustee.
	 

	 
		SECTION 9.3
		Other Liens or Interests. Except for the conveyances and grants of security
		interests pursuant to this Agreement and the other Transaction Documents, the
		Depositor shall not sell, pledge, assign or transfer the Receivables or other
		property transferred to the Issuer to any other Person, or grant, create,
		incur, assume or suffer to exist any Lien on any interest therein, and the
		Depositor shall defend the right, title and interest of the Issuer in, to and
		under such Receivables and other property transferred to the Issuer against all
		claims of third parties claiming through or under the Depositor.
	 

	 
		SECTION 9.4
		Transfers Intended as Sale; Security
		Interest.
	 

	 
		(a) Each of the parties hereto expressly
		intends and agrees that the transfers contemplated and effected under this
		Agreement are complete and absolute sales and transfers rather than pledges or
		assignments of only a security interest and shall be given effect as such for
		all purposes. It is further the intention of the parties hereto that the
		Receivables and related Transferred Assets shall not be part of the
		Depositor’s estate in the event of a bankruptcy or insolvency of the
		Depositor. The sales and transfers by the Depositor of Receivables and related
		Transferred Assets hereunder are and shall be without recourse to, or
		representation or warranty (express or implied) by, the Depositor, except as
		otherwise specifically provided herein. The limited rights of recourse
		specified herein against the Depositor are intended to provide a remedy for
		breach of representations and warranties relating to the condition of the
		property sold, rather than to the collectibility of the Receivables. 
	 

	 
		(b) Notwithstanding the foregoing, in the
		event that the Receivables and other Transferred Assets are held to be property
		of the Depositor, or if for any reason this Agreement is held or deemed to
		create indebtedness or a security interest in the Receivables and other
		Transferred Assets, then it is agreed that:
	 

	 
			
				
				   
				

			 	
				
				  (i)
				

			 	
				
				  This Agreement shall be deemed to be
				  a security agreement within the meaning of Articles 8 and 9 of the New York
				  Uniform Commercial Code and the Uniform Commercial Code of any other applicable
				  jurisdiction;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (ii)
				

			 	
				
				  The conveyance provided for in
				  Section 2.1  shall be deemed to be a grant by the Depositor, and the
				  Depositor hereby grants, to the Issuer of a security interest in all of its
				  right (including the power to convey title thereto), title and interest,
				  whether now owned or hereafter acquired, in and to the Receivables and other
				  Transferred Assets, to secure such 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		indebtedness and the performance of the
		obligations of the Depositor hereunder;
	 

	 
			
				
				   
				

			 	
				
				  (iii)
				

			 	
				
				  The possession by the Issuer, or the
				  Servicer as the Issuer’s agent, of the Receivables Files and any other
				  property as constitute instruments, money, negotiable documents or chattel
				  paper shall be deemed to be “possession by the secured party” or
				  possession by the purchaser or a person designated by such purchaser, for
				  purposes of perfecting the security interest pursuant to the New York Uniform
				  Commercial Code and the Uniform Commercial Code of any other applicable
				  jurisdiction; and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (iv)
				

			 	
				
				  Notifications to persons holding
				  such property, and acknowledgments, receipts or confirmations from persons
				  holding such property, shall be deemed to be notifications to, or
				  acknowledgments, receipts or confirmations from, bailees or agents (as
				  applicable) of the Issuer for the purpose of perfecting such security interest
				  under applicable law.
				

			 

 

	 
		SECTION 9.5
		Information Requests. The parties hereto shall provide any information
		reasonably requested by the Servicer, the Issuer, the Depositor or any of their
		Affiliates, in order to comply with or obtain more favorable treatment under
		any current or future law, rule, regulation, accounting rule or
		principle.
	 

	 
		SECTION 9.6
		Notices, Etc. All demands, notices and communications hereunder shall
		be in writing and shall be delivered or mailed by registered or certified
		first-class United States mail, postage prepaid, hand delivery, prepaid courier
		service, or by facsimile, and addressed in each case as set forth on Schedule
		II or at such other address as shall be designated in a written notice to the
		other parties hereto. Any notice required or permitted to be mailed to a
		Noteholder shall be given by first class mail, postage prepaid, at the address
		of such Noteholder as shown in the Note Register. Delivery shall occur only
		upon receipt or reported tender of such communication by an officer of the
		recipient entitled to receive such notices located at the address of such
		recipient for notices hereunder; provided, however, that any notice to a Noteholder mailed within the time
		prescribed in this Agreement shall be conclusively presumed to have been duly
		given, whether or not the Noteholder shall receive such notice.
	 

	 
		SECTION 9.7
		Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
		ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
		INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
		BUT EXCLUDING TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL OTHER RULES THEREOF
		RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
		PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
	 

	 
		SECTION 9.8
		Headings. The section headings hereof have been inserted for
		convenience of reference only and shall not be construed to affect the meaning,
		construction or effect of this Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		SECTION 9.9 Counterparts.
		This Agreement may be executed in any number of counterparts, each of which so
		executed shall be deemed to be an original, but all of such counterparts shall
		together constitute but one and the same instrument. 
	 

	 
		SECTION 9.10
		Waivers. No failure or delay on the part of the Servicer, the
		Depositor, the Issuer or the Indenture Trustee in exercising any power or right
		hereunder (to the extent such Person has any power or right hereunder) shall
		operate as a waiver thereof, nor shall any single or partial exercise of any
		such power or right preclude any other or further exercise thereof or the
		exercise of any other power or right. No notice to or demand on any party
		hereto in any case shall entitle it to any notice or demand in similar or other
		circumstances. No waiver or approval by any party hereto under this Agreement
		shall, except as may otherwise be stated in such waiver or approval, be
		applicable to subsequent transactions. No waiver or approval under this
		Agreement shall require any similar or dissimilar waiver or approval thereafter
		to be granted hereunder.
	 

	 
		SECTION 9.11
		Entire Agreement. The Transaction Documents contain a final and complete
		integration of all prior expressions by the parties hereto with respect to the
		subject matter thereof and shall constitute the entire agreement among the
		parties hereto with respect to the subject matter thereof, superseding all
		prior oral or written understandings. There are no unwritten agreements among
		the parties.
	 

	 
		SECTION 9.12
		Severability of
		Provisions. If any one or more of the
		covenants, agreements, provisions or terms of this Agreement shall be for any
		reason whatsoever held invalid, then such covenants, agreements, provisions or
		terms shall be deemed severable from the remaining covenants, agreements,
		provisions or terms of this Agreement and shall in no way affect the validity
		or enforceability of the other provisions of this Agreement.
	 

	 
		SECTION 9.13
		Binding Effect. This Agreement shall be binding upon and inure to the
		benefit of the parties hereto and their respective successors and permitted
		assigns. This Agreement shall create and constitute the continuing obligations
		of the parties hereto in accordance with its terms, and shall remain in full
		force and effect until such time as the parties hereto shall agree.
	 

	 
		SECTION 9.14
		Acknowledgment and
		Agreement. By execution below, the
		Depositor expressly acknowledges and consents to the pledge, assignment and
		Grant of a security interest in the Receivables and the other Transferred
		Assets by the Issuer to the Indenture Trustee pursuant to the Indenture for the
		benefit of the Noteholders. In addition, the Depositor hereby acknowledges and
		agrees that for so long as the Notes are outstanding, the Indenture Trustee
		will have the right to exercise all powers, privileges and claims of the Issuer
		under this Agreement.
	 

	 
		SECTION 9.15
		Cumulative Remedies. The remedies herein provided are cumulative and not
		exclusive of any remedies provided by law.
	 

	 
		SECTION 9.16
		Nonpetition Covenant. Each party hereto 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 any Bankruptcy
		Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to
		commence a voluntary winding-up or other 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		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) none of the parties
		hereto shall commence or join with any other Person in commencing any
		proceeding against such Bankruptcy Remote Party under any bankruptcy,
		reorganization, liquidation or insolvency law or statute now or hereafter in
		effect in any jurisdiction. This Section shall survive the termination of this
		Agreement.
	 

	 
		SECTION 9.17
		Submission to Jurisdiction; Waiver of
		Jury Trial. Each of the parties hereto
		hereby irrevocably and unconditionally:
	 

	 
		(a) submits for itself and its property in
		any legal action or 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 New York, the courts of the United
		States of America for the Southern District of New York and appellate courts
		from any thereof;
	 

	 
		(b) consents that any such action or
		proceeding may be brought in such courts and waives any objection that it may
		now or hereafter have to the venue of such action or proceeding in any such
		court or that such action or 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 action or 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 9.6 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
		action, proceeding or counterclaim based on, or arising out of, under or in
		connection with this Agreement, any other Transaction Document, or any matter
		arising hereunder or thereunder.
	 

	 
		SECTION 9.18
		Limitation of Liability.
	 

	 
		(a) Notwithstanding anything contained
		herein to the contrary, this Agreement has been executed and delivered by
		[____________________], not in its individual capacity but solely as Owner
		Trustee, and in no event shall it have any liability for the representations,
		warranties, covenants, agreements or other obligations of the Issuer hereunder
		or under the Notes or any of the other Transaction Documents or in any of the
		certificates, notices or agreements delivered pursuant thereto, as to all of
		which recourse shall be had solely to the 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		assets of the Issuer. Under no circumstances
		shall the Owner Trustee be personally liable for the payment of any
		indebtedness or expense of the Issuer or be liable for the breach or failure of
		any obligations, representation, warranty or covenant made or undertaken by the
		Issuer under the Transaction Documents. For the purposes of this Agreement, in
		the performance of its duties or obligations hereunder, the Owner Trustee shall
		be subject to, and entitled to the benefits of, the terms and provisions of
		Articles VI, VII and VIII of the Trust Agreement.
	 

	 
		(b) Notwithstanding anything contained
		herein to the contrary, this Agreement has been executed and delivered by
		[                                          
		], not in its individual capacity but solely as Indenture Trustee, and in no
		event shall it have any liability for the representations, warranties,
		covenants, agreements or other obligations of the Issuer under the Notes or any
		of the other Transaction Documents or in any of the certificates, notices or
		agreements delivered pursuant thereto, as to all of which recourse shall be had
		solely to the assets of the Issuer; provided that
		the Indenture Trustee shall be responsible only for its actions as Indenture
		Trustee hereunder and under the Indenture. Under no circumstances shall the
		Indenture Trustee be personally liable for the payment of any indebtedness or
		expense of the Issuer or be liable for the breach or failure of any
		obligations, representation, warranty or covenant made or undertaken by the
		Issuer under the Transaction Documents. For the purposes of this Agreement, in
		the performance of its duties or obligations hereunder, the Indenture Trustee
		shall be subject to, and entitled to the benefits of, the terms and provisions
		of Article VI of the Indenture.
	 

	 
		SECTION 9.19
		Third-Party
		Beneficiaries. This Agreement shall
		inure to the benefit of and be binding upon the parties hereto, the Noteholders
		and the Residual Interestholders and their respective successors and permitted
		assigns and the Owner Trustee [and the Swap Counterparty] shall be express
		third party beneficiaries hereof and may enforce the provisions hereof as if
		they were parties hereto. Except as otherwise provided in this Section, no
		other Person will have any right hereunder.
	 

	 
		SECTION 9.20
		[Limitation of Rights. All of the rights of the Swap Counterparty in, to and
		under this Agreement (including, but not limited to, all of the Swap
		Counterparty’s rights to receive notice of any action hereunder and to
		give or withhold consent to any action hereunder) shall terminate upon the
		termination of the Interest Rate Swap Agreement in accordance with the terms
		thereof and the payment in full of all amounts owing to the Swap
		Counterparty.]
	 

	 
		SECTION 9.21
		Regulation AB. The Depositor and the Servicer acknowledge and agree
		that the purpose of this Section
		9.21 and Schedule 9.22 is
		to facilitate compliance by the Depositor with the provisions of Regulation AB
		and related rules and regulations of the Commission. The Depositor shall not
		exercise its right to request delivery of information or other performance
		under these provisions other than in good faith, or for purposes other than
		compliance with the Securities Act, the Exchange Act and the rules and
		regulations of the Commission under the Securities Act and the Exchange Act.
		The Servicer and the Indenture Trustee acknowledge that interpretations of the
		requirements of Regulation AB may change over time, whether due to interpretive
		guidance provided by the Commission or its staff, consensus among participants
		in the asset-backed securities markets, advice of counsel, or otherwise, and
		agree to comply with requests made by the Depositor in good faith for delivery
		of information under these provisions on the basis of evolving interpretations
		of Regulation AB. The Servicer 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		and the Indenture Trustee shall cooperate
		fully with the Depositor and the Issuer to deliver to the Depositor and the
		Issuer (including any of its assignees or designees) any and all statements,
		reports, certifications, records and any other information necessary in the
		good faith determination of the Depositor or the Issuer to permit the Depositor
		to comply with the provisions of Regulation AB, together with such disclosures
		relating to the Servicer and the Receivables, or the servicing of the
		Receivables, reasonably believed by the Servicer to be necessary in order to
		effect such compliance.
	 

	 
		SECTION 9.22
		Information to Be Provided by the
		Indenture Trustee. (a) For so long as
		the Issuer is required to report under the Exchange Act, the Indenture Trustee
		shall (i) on or before the fifth Business Day of each month, provide to the
		Depositor, in writing, such information regarding the Indenture Trustee as is
		requested by the Depositor for the purpose of compliance with Item 1117 of
		Regulation AB; provided, however, that
		the Indenture Trustee shall not be required to provide such information in the
		event that there has been no change to the information previously provided by
		the Indenture Trustee to Depositor, and (ii) as promptly as practicable
		following notice to or discovery by a Responsible Officer of the Indenture
		Trustee of any changes to such information, provide to the Depositor, in
		writing, such updated information.
	 

	 
		(b) As soon as available but no later than
		March 15 of each calendar year for so long as the Issuer is required to report
		under the Exchange Act, commencing in 20[__], the Indenture Trustee
		shall:
	 

	 
		(i) deliver to the Depositor a report
		regarding the Indenture Trustee’s assessment of compliance with the
		Servicing Criteria during the immediately preceding calendar year, as required
		under paragraph (b) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item
		1122 of Regulation AB. Such report shall be signed by an authorized officer of
		the Indenture Trustee, and shall address each of the Servicing Criteria
		specified in Exhibit B or such criteria as mutually agreed upon by the
		Depositor and the Indenture Trustee;
	 

	 
		(ii) deliver to the Depositor a report of a
		registered public accounting firm that attests to, and reports on, the
		assessment of compliance made by the Indenture Trustee and delivered pursuant
		to the preceding paragraph. Such attestation shall be in accordance with Rules
		1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
		Exchange Act; and
	 

	 
		(iii) deliver to the Depositor and any other
		Person that will be responsible for signing the certification (a
		“Sarbanes
		Certification”) required by Rules
		13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the
		Sarbanes-Oxley Act of 2002) on behalf of the Issuer or the Depositor
		substantially in the form attached hereto as Exhibit C or
		such form as mutually agreed upon by the Depositor and the Indenture
		Trustee.
	 

	 
		The Indenture Trustee acknowledges that the
		parties identified in clause (iii) above may rely on the certification provided
		by the Indenture Trustee pursuant to such clause in signing a Sarbanes
		Certification and filing such with the Commission.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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				  Sale and Servicing
				  Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

	 
		  
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST AUTO RECEIVABLES,
				  LLC, as Depositor
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  S-1
				

			 	
				
				  Sale and Servicing
				  Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST AUTO TRUST
				  20[__]-[_],

				  as Issuer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  [                                        ],

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  not in its individual capacity
				  but
 solely as Owner Trustee
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 

				  Title: 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  S-2
				

			 	
				
				  Sale and Servicing
				  Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST BANK, as Servicer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
 Title:
				  
				

			 	 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  S-3
				

			 	
				
				  Sale and Servicing
				  Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  [                                          
				  ], not in its individual capacity but solely as Indenture Trustee
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 

				  Title: 
				

			 	 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  S-4
				

			 	
				
				  Sale and Servicing
				  Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		SCHEDULE I
	 

	 
		REPRESENTATIONS AND WARRANTIES WITH
		RESPECT TO THE RECEIVABLES
	 

	 
			
				
				  (a)
				

			 	
				
				  Characteristics of
				  Receivables. As of the Cut-Off Date (or
				  such other date as may be specifically set forth below), each
				  Receivable:
				

			 

 

	 
		(i) has been fully and properly executed or
		electronically authenticated (as defined in the UCC) by the Obligor
		thereto;
	 

	 
		(ii) has been originated directly by the
		Originator in accordance with its customary origination practices;
	 

	 
		(iii) as of the Closing Date, is secured by
		a first priority validly perfected security interest in the Financed Vehicle in
		favor of the Originator, as secured party, or all necessary actions with
		respect to the Receivable has been taken or will be taken to perfect a first
		priority security interest in the Financed Vehicle in favor of the Originator,
		as secured party, which security interest, in either case, is assignable and
		has been so assigned by SunTrust to the Depositor and by the Depositor to the
		Issuer; 
	 

	 
		(iv) contains customary and enforceable
		provisions such that the rights and remedies of the holder thereof are adequate
		for realization against the collateral of the benefits of the security;
	 

	 
		(v) provided, at origination, for level
		monthly payments which fully amortize the initial Principal Balance over the
		original term; provided, that the amount of the last payment may be
		different from the level monthly payment but in no event more than three times
		the level monthly payment;
	 

	 
		(vi) provides for interest at the Contract
		Rate specified in the Schedule of Receivables;
	 

	 
		(vii) was originated in the United
		States;
	 

	 
		(viii) is secured by a new or used
		automobile or light-duty truck;
	 

	 
		(ix) has a Contract Rate of no less than [
		         ]% and not more than
		[        ]%;
	 

	 
		(x) had an original term to maturity of not
		more than [__] months and not less than [__] months and each Receivable has a
		remaining term to maturity, as of the Cut-Off Date, of [___] months or
		more;
	 

	 
		(xi) had an original Principal Balance less
		than or equal to $[         
		];
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  I-1
				

			 	
				
				  Schedule I to the

				  Sale and Servicing Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	  

	  

	 
		(xii) has a Principal Balance on the Cut-Off
		Date of greater than or equal to $[
		          ];
	 

	 
		(xiii) the final monthly scheduled payment
		is due on or before
		[                                     ];

	 

	 
		(xiv) was not more than 30 days past due as
		of the Cut-Off Date; 
	 

	 
		(xv) the Originator has not received notice
		that the related Obligor has filed for bankruptcy, and to the best of the
		Originator’s knowledge without any independent investigation, the related
		Obligor was not the subject of any pending bankruptcy or insolvency
		proceeding;
	 

	 
		(xvi) is not subject to a force-placed
		Insurance Policy on the related Financed Vehicle; 
	 

	 
		(xvii) is a Simple Interest Receivable, and
		scheduled payments under each Receivable have been applied in accordance with
		the method for allocating principal and interest set forth in such Receivable;
		
	 

	 
		(xviii) was selected using no materially
		adverse selection procedures; and 
	 

	 
		(xix) all payments by the related Obligor
		with respect to such Receivable are paid into an account in which no entity is
		a “secured party” within the meaning of Article 9 of the UCC.
	 

	 
			
				
				  (b)
				

			 	
				
				  Schedule of
				  Receivables. The information with
				  respect to a Receivable transferred on the Closing Date set forth in the
				  Schedule of Receivables for such date was true and correct in all material
				  respects as of the Cut-Off Date.
				

			 

 

	 
			
				
				  (c)
				

			 	
				
				  Compliance with Law.
				  The Receivable complied at the time it
				  was originated or made, and the transfer of that Receivable to the Issuer
				  complied at the time of transfer, in all material respects with all
				  requirements of applicable federal, state and local laws, and regulations
				  thereunder, including, to the extent applicable, usury laws, the Federal Truth
				  in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting
				  Act, the Federal Trade Commission Act, the Fair Debt Collection Practices Act,
				  the Fair Credit Billing Act, the Magnuson-Moss Warranty Act, Federal Reserve
				  Board Regulations B and Z, the Servicemembers’ Civil Relief Act, as
				  amended, state adaptations of the National Consumer Act and of the Uniform
				  Consumer Credit Code and any other consumer credit, equal opportunity and
				  disclosure laws applicable to that Receivable.
				

			 

 

	 
			
				
				  (d)
				

			 	
				
				  Binding Obligation.
				  The Receivable constitutes the legal,
				  valid and binding payment obligation in writing of the Obligor, enforceable by
				  the holder thereof in accordance with its terms, except (i) as enforceability
				  may be limited by applicable bankruptcy, insolvency, reorganization,
				  liquidation or other similar laws and equitable principles relating to or
				  affecting the enforcement of creditors’ rights generally and (ii) as such
				  Receivable may be modified by the application after the Cut-Off Date of the
				  
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  I-2
				

			 	
				
				  Schedule I to the

				  Sale and Servicing Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Servicemembers’ Civil Relief Act, as
		amended, to the extent applicable to the related Obligor.
	 

	 
			
				
				  (e)
				

			 	
				
				  Receivable in Force.
				  The Receivable has not been satisfied,
				  subordinated or rescinded nor has the related Financed Vehicle been released
				  from the lien of such Receivable in whole or in part.
				

			 

 

	 
			
				
				  (f)
				

			 	
				
				  No Default; No Waiver.
				  Except for payment delinquencies
				  continuing for a period of not more than 30 days as of the Cut-Off Date, the
				  Depositor has no knowledge that a default, breach, violation or event
				  permitting acceleration under the terms of the Receivable existed as of the
				  Cut-Off Date or that any continuing condition that with notice or lapse of
				  time, or both, would constitute a default, breach, violation or event
				  permitting acceleration under the terms of the Receivable had arisen as of the
				  Cut-Off Date and the Depositor has not waived any of the
				  foregoing.
				

			 

 

	 
			
				
				  (g)
				

			 	
				
				  Insurance. The
				  Receivable requires that the Obligor thereunder obtain insurance coverage for
				  physical damage to the related Financed Vehicle.
				

			 

 

	 
			
				
				  (h)
				

			 	
				
				  No Government Obligor.
				  The Obligor on the Receivable is not
				  the United States of America or any state thereof or any local government, or
				  any agency, department, political subdivision or instrumentality of the United
				  States of America or any state thereof or any local government.
				

			 

 

	 
			
				
				  (i)
				

			 	
				
				  Assignment. No Receivable has been originated in, or is subject to
				  the laws of, any jurisdiction under which the sale, transfer, assignment,
				  setting over, conveyance or pledge of such Receivable would be unlawful, void,
				  or voidable. SunTrust has not entered into any agreement with any Obligor that
				  prohibits, restricts or conditions the assignment of the related
				  Receivable.
				

			 

 

	 
			
				
				  (j)
				

			 	
				
				  Good Title. It is the intention of the Depositor that the sale,
				  transfer, assignment and conveyance herein contemplated constitute an absolute
				  sale, transfer, assignment and conveyance of the Receivables and that the
				  Receivables not be part of the Depositor’s estate in the event of the
				  filing of a bankruptcy petition by or against the Depositor under any
				  bankruptcy law. As of the Closing Date, no Receivable has been sold,
				  transferred, assigned, conveyed or pledged to any Person other than pursuant to
				  the Transaction Documents. As of the Closing Date, and immediately prior to the
				  sale and transfer herein contemplated, the Depositor had good and marketable
				  title to and was the sole owner of each Receivable free and clear of all Liens
				  (except any Lien which will be released prior to assignment of such Receivable
				  hereunder), and, immediately upon the sale and transfer thereof, the Issuer
				  will have good and marketable title to each Receivable, free and clear of all
				  Liens.
				

			 

 

	 
			
				
				  (k)
				

			 	
				
				  Filings. All filings (including, without limitation, UCC filings)
				  necessary in any jurisdiction to give the Issuer a first priority, validly
				  perfected ownership interest in the Receivables (other than any Related
				  Security with respect thereto, to the extent that an ownership interest therein
				  cannot be perfected by the filing of a financing statement), and 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  I-3
				

			 	
				
				  Schedule I to the

				  Sale and Servicing Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		to give the Indenture Trustee a first
		priority perfected security interest therein, will be made within ten days of
		the Closing Date.
	 

	 
			
				
				  (l)
				

			 	
				
				  Priority. The Receivable is not pledged, assigned, sold, subject
				  to a security interest, or otherwise conveyed other than pursuant to the
				  Transaction Documents. The Depositor has not authorized the filing of and is
				  not aware of any financing statements against the Originator, SunTrust or the
				  Depositor that include a description of collateral covering the Receivables
				  other than any financing statement relating to security interests granted under
				  the Transaction Documents or that have been or, prior to the assignment of such
				  Receivable hereunder, will be terminated, amended or released. The Sale and
				  Servicing Agreement creates a valid and continuing security interest in the
				  Receivable (other than the Related Security with respect thereto) in favor of
				  the Issuer which security interest is prior to all other Liens and is
				  enforceable as such against all other creditors of and purchasers and assignees
				  from the Depositor.
				

			 

 

	 
			
				
				  (m)
				

			 	
				
				  Characterization of Receivables.
				  Each Receivable constitutes either
				  “electronic chattel paper,” “tangible chattel paper,” an
				  “account,” an “instrument,” or a “general
				  intangible,” each as defined in the UCC.
				

			 

 

	 
			
				
				  (n)
				

			 	
				
				  One Original. There is only one executed original, electronically
				  authenticated original or authoritative copy of the Contract (in each case
				  within the meaning of the UCC) related to each Receivable.
				

			 

 

	 
			
				
				  (o)
				

			 	
				
				  No Defenses. As
				  of the Cut-Off Date, there are no rights of rescission, offset, claim,
				  counterclaim or defense, and the Depositor has no knowledge of the same being
				  asserted or threatened, with respect to any Receivable.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  I-4
				

			 	
				
				  Schedule I to the

				  Sale and Servicing Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE II
	 

	 
		NOTICE ADDRESSES
	 

	 
		If to the Issuer:
	 

	 
		SunTrust Auto Trust 20[__]-[_]
	 

	 
		c/o [____________________]
	 

	 
		[____________________]
	 

	 
		[____________________]
	 

	 
		Facsimile: [____________________]
	 

	 
		Attention: [____________________]
	 

	 
		with copies to the Administrator and the
		Indenture Trustee
	 

	 
		If to SunTrust, the Servicer or the
		Administrator:
	 

	 
		SunTrust Bank
	 

	 
		303 Peachtree Street, N.E.
	 

	 
		Atlanta, Georgia 30308
	 

	 
		Facsimile:
	 

	 
		Attention:
	 

	 
		with a copies to:
	 

	 
			
				
				  [ 
				

			 	
				
				  ]
				

			 

 

	 
			 	 
	 	 
	
				
				  [ 
				

			 	
				
				  ]
				

			 

 

	 
			 	 
	 	 
	
				
				  [ 
				

			 	
				
				  ]
				

			 

 

	 
		If to the Depositor:
	 

	 
		SunTrust Auto Receivables, LLC
	 

	 
		303 Peachtree Street, N.E., 11th
		Floor
	 

	 
		Atlanta, Georgia 30308
	 

	 
		Facsimile:
	 

	 
		Attention:
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  II-1
				

			 	
				
				  Schedule II to the

				  Sale and Servicing Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		with a copy to:
	 

	 
			
				
				  [ 
				

			 	
				
				  ]
				

			 

 

	 
		If to the Indenture Trustee:
	 

	 
			
				
				  [  
				

			 	
				
				  ]
				

			 

 

	 
			
				
				  [ 
				

			 	
				
				  ]
				

			 

 

	 
		If to the Owner Trustee:
	 

	 
		[____________________]
	 

	 
		[____________________]
	 

	 
		[____________________]
	 

	 
		Facsimile: [____________________]
	 

	 
		Attention: [____________________]
	 

	 
		[If to the Initial Swap Counterparty:

	 

	 
		[_______________________]]
	 

	 
		If to Moody’s:
	 

	 
		Moody’s Investors Service, Inc.
	 

	 
		99 Church Street
	 

	 
		New York, New York 10007
	 

	 
		Facsimile: (212) 298-7139
	 

	 
		Attention: ABS Monitoring Group,
		4th Floor
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  II-2
				

			 	
				
				  Schedule II to the

				  Sale and Servicing Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		If to S&P:
	 

	 
		Standard & Poor’s Ratings
		Services
	 

	 
		55 Water Street
	 

	 
		New York, New York 10041
	 

	 
		Facsimile: (212) 438-2664
	 

	 
		Attention: Asset Backed Surveillance
		Group
	 

	 
		If to Fitch:
	 

	 
		Fitch, Inc.
	 

	 
		One State Street Plaza, 32nd
		Floor
	 

	 
		New York, New York 10004
	 

	 
		Facsimile: (212) 480-4438
	 

	 
		Attention: Asset-Backed Securities
		Group
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  II-3
				

			 	
				
				  Schedule II to the

				  Sale and Servicing Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE III
	 

	 
		SCHEDULE OF RECEIVABLES
	 

	 
		[On file with SunTrust Bank and the
		Indenture Trustee]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  III-1
				

			 	
				
				  Schedule III to
				  the
 Sale and Servicing
				  Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT A
	 

	 
		PERFECTION REPRESENTATIONS, WARRANTIES
		AND COVENANTS
	 

	 
		In addition to the representations,
		warranties and covenants contained in the Agreement, the Depositor hereby
		represents, warrants, and covenants to the Issuer and the Indenture Trustee as
		follows on the Closing Date:
	 

	 
		General
	 

	 
		1. This Agreement creates a valid and
		continuing security interest (as defined in the applicable UCC) in the
		Receivables and the other Transferred Assets in favor of the Issuer, which
		security interest is prior to all other Liens, and is enforceable as such as
		against creditors of and purchasers from the Depositor. 
	 

	 
		2. The Receivables constitute “chattel
		paper” (including “electronic chattel paper” or “tangible
		chattel paper”), “accounts,” “instruments” or
		“general intangibles,” within the meaning of the UCC.
	 

	 
		3. Each Receivable is secured by a first
		priority validly perfected security interest in the related Financed Vehicle in
		favor of the Originator, as secured party, or all necessary actions with
		respect to such Receivable have been taken or will be taken to perfect a first
		priority security interest in the related Financed Vehicle in favor of the
		Originator, as secured party.
	 

	 
		Creation
	 

	 
		4. Immediately prior to the sale, transfer,
		assignment and conveyance of a Receivable by the Depositor to the Issuer, the
		Depositor owned and had good and marketable title to such Receivable free and
		clear of any Lien and immediately after the sale, transfer, assignment and
		conveyance of such Receivable to the Issuer, the Issuer will have good and
		marketable title to such Receivable free and clear of any Lien.
	 

	 
		5. The Originator has received all consents
		and approvals to the sale of the Receivables hereunder to the Issuer required
		by the terms of the Receivables that constitute instruments.
	 

	 
		Perfection
	 

	 
		6. The Depositor has caused or will have
		caused, within ten days after the effective date of this Agreement, the filing
		of all appropriate financing statements in the proper filing office in the
		appropriate jurisdictions under applicable law in order to perfect the sale of
		the Receivables from the Depositor to Issuer, and the security interest in the
		Receivables granted to the Issuer hereunder; and the Servicer, in its capacity
		as custodian, has in its possession the original copies of such instruments or
		tangible chattel paper that constitute or evidence the Receivables, and all
		financing statements referred to in this paragraph contain a statement that:
		“A purchase of or security interest in any collateral described in this
		financing statement will violate the rights of the Secured
		Party/Purchaser”.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  A-1
				

			 	
				
				  Exhibit A to the

				  Sale and Servicing Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		7. With respect to Receivables that
		constitute instruments or tangible chattel paper, either: 
	 

	 
		(i) All original executed copies of each
		such instrument or tangible chattel paper have been delivered to the Indenture
		Trustee; or
	 

	 
		(ii) Such instruments or tangible chattel
		paper are in the possession of the Servicer and the Indenture Trustee has
		received a written acknowledgment from the Servicer that the Servicer, in its
		capacity as custodian, is holding such instruments or tangible chattel paper
		solely on behalf and for the benefit of the Indenture Trustee; or 
	 

	 
		(iii) The Servicer received possession of
		such instruments or tangible chattel paper after the Indenture Trustee received
		a written acknowledgment from the Servicer that the Servicer is acting solely
		as agent of the Indenture Trustee. 
	 

	 
		Priority
	 

	 
		8. Neither the Depositor nor SunTrust has
		authorized the filing of, or is aware of, any financing statements against
		either the Depositor or SunTrust that include a description of collateral
		covering the Receivables other than any financing statement (i) relating to the
		conveyance of the Receivables by SunTrust to the Depositor under the Purchase
		Agreement, (ii) relating to the security interest granted to Issuer hereunder,
		(iii) that has been terminated or (iv) that names [The Federal Reserve Bank of
		Atlanta] as secured party.
	 

	 
		9. Neither the Depositor nor SunTrust is
		aware of any material judgment, ERISA or tax lien filings against either the
		Depositor or SunTrust. 
	 

	 
		10. Neither the Depositor nor SunTrust nor a
		custodian or vaulting agent thereof holding any Receivable that is electronic
		chattel paper has communicated an authoritative copy of any loan agreement that
		constitutes or evidences such Receivable to any Person other than the
		Servicer.
	 

	 
		11. None of the instruments, tangible
		chattel paper or electronic chattel paper that constitute or evidence the
		Receivables has any marks or notations indicating that they have been pledged,
		assigned or otherwise conveyed to any Person other than the Depositor, the
		Issuer or the Indenture Trustee.
	 

	 
		Survival of Perfection
		Representations
	 

	 
		12. Notwithstanding any other provision of
		the Sale and Servicing Agreement or any other Transaction Document, the
		perfection representations, warranties and covenants contained in this Exhibit
		A shall be continuing, and remain in full force and effect until such time as
		all obligations under the Transaction Documents and the Notes have been finally
		and fully paid and performed.
	 

	 
		No Waiver
	 

	 
		13. The parties to the Sale and Servicing
		Agreement shall provide the Rating Agencies with prompt written notice of any
		breach of the perfection representations, warranties and covenants 
	 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				A-2
			 

		  	
			 
				Exhibit A to the

				Sale and Servicing Agreement
			 

		  


	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		contained in this Exhibit A, and shall not,
		without satisfying the Rating Agency Condition, waive a breach of any of such
		perfection representations, warranties or covenants. 
	 

	 
		Servicer to Maintain Perfection and
		Priority
	 

	 
		14. The Servicer covenants that, in order to
		evidence the interests of the Depositor and Issuer under the Sale and Servicing
		Agreement and the Indenture Trustee under the Indenture, Servicer shall take
		such action, or execute and deliver such instruments as may be necessary or
		advisable (including, without limitation, such actions as are requested by the
		Indenture Trustee) to maintain and perfect, as a first priority perfected
		security interest, the Indenture Trustee’s security interest in the
		Receivables. The Servicer shall, from time to time and within the time limits
		established by law, prepare and file, all financing statements, amendments,
		continuations, initial financing statements in lieu of a continuation
		statement, terminations, partial terminations, releases or partial releases, or
		any other filings necessary or advisable to continue, maintain and perfect the
		Indenture Trustee’s security interest in the Receivables as a
		first-priority perfected security interest (each a “Filing”).
		
	 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				A-3
			 

		  	
			 
				Exhibit A to the

				Sale and Servicing Agreement
			 

		  


	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		EXHIBIT B
	 

	 
		SERVICING CRITERIA TO BE ADDRESSED IN
		
	 

	 
		INDENTURE TRUSTEE’S ASSESSMENT OF
		COMPLIANCE
	 

	 
		The assessment of compliance to be delivered
		by the Indenture Trustee shall address, at a minimum, the criteria identified
		as below as “Applicable Servicing Criteria”:
	 

	 
		 
	 

	 
			
				
				  Servicing
				  Criteria
				

			 	
				
				   
				

			 	
				
				  Applicable 
 Servicing
				  Criteria
				

			 
	
				
				  Reference
				

			 	
				
				  
				

			 	
				
				  Criteria
				

			 	
				
				  
				

			 	
				
				  
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  General Servicing
				  Considerations
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(1)(i)
				

			 	
				
				   
				

			 	
				
				  Policies and procedures are
				  instituted to monitor any performance or other triggers and events of default
				  in accordance with the transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(1)(ii)
				

			 	
				
				   
				

			 	
				
				  If any material servicing activities
				  are outsourced to third parties, policies and procedures are instituted to
				  monitor the third party’s performance and compliance with such servicing
				  activities.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(1)(iii)
				

			 	
				
				   
				

			 	
				
				  Any requirements in the transaction
				  agreements to maintain a back-up servicer for the pool assets are
				  maintained.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(1)(iv)
				

			 	
				
				   
				

			 	
				
				  A fidelity bond and errors and
				  omissions policy is in effect on the party participating in the servicing
				  function throughout the reporting period in the amount of coverage required by
				  and otherwise in accordance with the terms of the transaction
				  agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Cash Collection and
				  Administration
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(2)(i)
				

			 	
				
				   
				

			 	
				
				  Payments on pool assets are
				  deposited into the appropriate custodial bank accounts and related bank
				  clearing accounts no more than two business days following receipt, or such
				  other number of days specified in the transaction agreements.
				

			 	
				
				   
				

			 	
				
				  P1
				

			 
	
				
				  1122(d)(2)(ii)
				

			 	
				
				   
				

			 	
				
				  Disbursements made via wire transfer
				  on behalf of an obligor or to an investor are made only by authorized
				  personnel.
				

			 	
				
				   
				

			 	
				
				  P
				

			 
	
				
				  1122(d)(2)(iii)
				

			 	
				
				   
				

			 	
				
				  Advances of funds or guarantees
				  regarding collections, cash flows or distributions, and any interest or other
				  fees charged for such advances, are made, reviewed and approved as specified in
				  the transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(2)(iv)
				

			 	
				
				   
				

			 	
				
				  The related accounts for the
				  transaction, such as cash reserve accounts or accounts established as a form of
				  overcollateralization, are separately maintained (e.g., with respect to
				  commingling of cash) as set forth in the transaction agreements.
				

			 	
				
				   
				

			 	
				
				  P
				

			 
	
				
				  1122(d)(2)(v)
				

			 	
				
				   
				

			 	
				
				  Each custodial account is maintained
				  at a federally insured depository institution as set forth in the transaction
				  agreements. For purposes of this criterion, “federally insured depository
				  institution” with respect to a foreign financial institution means a
				  foreign financial institution that meets the requirements of Rule 13k-1(b)(1)
				  of the Securities Exchange Act.
				

			 	
				
				   
				

			 	
				
				  P
				

			 
	
				
				  1122(d)(2)(vi)
				

			 	
				
				   
				

			 	
				
				  Unissued checks are safeguarded so
				  as to prevent unauthorized access.
				

			 	
				
				   
				

			 	
				
				  
				

			 
	
				
				  1122(d)(2)(vii)
				

			 	
				
				   
				

			 	
				
				  Reconciliations are prepared on a
				  monthly basis for all asset-backed securities related bank accounts, including
				  custodial accounts and related bank clearing accounts. These reconciliations
				  are (A) mathematically accurate; (B) prepared within 30 calendar days after the
				  bank statement cutoff date, or such other number of days specified in the
				  transaction agreements; (C) reviewed and approved by someone other than the
				  person who prepared the reconciliation; and (D) contain explanations for
				  reconciling items. These reconciling items are resolved within 90 calendar days
				  of their original identification, or such other number of days specified in the
				  transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		______________
	 

	 
			
				
				  1
				

			 	
				
				  Solely with regard to deposits made
				  by the Indenture Trustee.
				

			 

 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				B-1
			 

		  	
			 
				Exhibit B to the

				Sale and Servicing Agreement
			 

		  


	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Servicing
				  Criteria
				

			 	
				
				   
				

			 	
				
				  Applicable 
 Servicing
				  Criteria
				

			 
	
				
				  Reference
				

			 	
				
				   
				

			 	
				
				  Criteria
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Investor Remittances and
				  Reporting
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(3)(i)
				

			 	
				
				   
				

			 	
				
				  Reports to investors, including
				  those to be filed with the Commission, are maintained in accordance with the
				  transaction agreements and applicable Commission requirements. Specifically,
				  such reports (A) are prepared in accordance with timeframes and other terms set
				  forth in the transaction agreements; (B) provide information calculated in
				  accordance with the terms specified in the transaction agreements; (C) are
				  filed with the Commission as required by its rules and regulations; and (D)
				  agree with investors’ or the trustee’s records as to the total unpaid
				  principal balance and number of pool assets serviced by the Servicer.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(3)(ii)
				

			 	
				
				   
				

			 	
				
				  Amounts due to investors are
				  allocated and remitted in accordance with timeframes, distribution priority and
				  other terms set forth in the transaction agreements.
				

			 	
				
				   
				

			 	
				
				  P
				

			 
	
				
				  1122(d)(3)(iii)
				

			 	
				
				   
				

			 	
				
				  Disbursements made to an investor
				  are posted within two business days to the Servicer’s investor records, or
				  such other number of days specified in the transaction agreements.
				

			 	
				
				   
				

			 	
				
				  P
				

			 
	
				
				  1122(d)(3)(iv)
				

			 	
				
				   
				

			 	
				
				  Amounts remitted to investors per
				  the investor reports agree with cancelled checks, or other form of payment, or
				  custodial bank statements.
				

			 	
				
				   
				

			 	
				
				  P
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Pool Asset
				  Administration
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(i)
				

			 	
				
				   
				

			 	
				
				  Collateral or security on pool
				  assets is maintained as required by the transaction agreements or related asset
				  pool documents.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(ii)
				

			 	
				
				   
				

			 	
				
				  Pool assets and related documents
				  are safeguarded as required by the transaction agreements
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(iii)
				

			 	
				
				   
				

			 	
				
				  Any additions, removals or
				  substitutions to the asset pool are made, reviewed and approved in accordance
				  with any conditions or requirements in the transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(iv)
				

			 	
				
				   
				

			 	
				
				  Payments on pool assets, including
				  any payoffs, made in accordance with the related pool asset documents are
				  posted to the Servicer’s obligor records maintained no more than two
				  business days after receipt, or such other number of days specified in the
				  transaction agreements, and allocated to principal, interest or other items
				  (e.g., escrow) in accordance with the related asset pool documents.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(v)
				

			 	
				
				   
				

			 	
				
				  The Servicer’s records
				  regarding the accounts and the accounts agree with the Servicer’s records
				  with respect to an obligor’s unpaid principal balance.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(vi)
				

			 	
				
				   
				

			 	
				
				  Changes with respect to the terms or
				  status of an obligor’s account (e.g., loan modifications or re-agings) are
				  made, reviewed and approved by authorized personnel in accordance with the
				  transaction agreements and related pool asset documents.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(vii)
				

			 	
				
				   
				

			 	
				
				  Loss mitigation or recovery actions
				  (e.g., forbearance plans, modifications and deeds in lieu of foreclosure,
				  foreclosures and repossessions, as applicable) are initiated, conducted and
				  concluded in accordance with the timeframes or other requirements established
				  by the transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(viii)
				

			 	
				
				   
				

			 	
				
				  Records documenting collection
				  efforts are maintained during the period a pool asset is delinquent in
				  accordance with the transaction agreements. Such records are maintained on at
				  least a monthly basis, or such other period specified in the transaction
				  agreements, and describe the entity’s activities in monitoring delinquent
				  pool assets including, for example, phone calls, letters and payment
				  rescheduling plans in cases where delinquency is deemed temporary (e.g.,
				  illness or unemployment).
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(ix)
				

			 	
				
				   
				

			 	
				
				  Adjustments to interest rates or
				  rates of return for pool assets with variable rates are computed based on the
				  related pool asset documents.
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				B-2
			 

		  	
			 
				Exhibit B to the

				Sale and Servicing Agreement
			 

		  


	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Servicing
				  Criteria
				

			 	
				
				   
				

			 	
				
				  Applicable 
 Servicing
				  Criteria
				

			 
	
				
				  Reference
				

			 	
				
				   
				

			 	
				
				  Criteria
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(x)
				

			 	
				
				   
				

			 	
				
				  Regarding any funds held in trust
				  for an obligor (such as escrow accounts): (A) such funds are analyzed, in
				  accordance with the obligor’s Account documents, on at least an annual
				  basis, or such other period specified in the transaction agreements; (B)
				  interest on such funds is paid, or credited, to obligors in accordance with
				  applicable Account documents and state laws; and (C) such funds are returned to
				  the obligor within 30 calendar days of full repayment of the related Accounts,
				  or such other number of days specified in the transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(xi)
				

			 	
				
				   
				

			 	
				
				  Payments made on behalf of an
				  obligor (such as tax or insurance payments) are made on or before the related
				  penalty or expiration dates, as indicated on the appropriate bills or notices
				  for such payments, provided that such support has been received by the servicer
				  at least 30 calendar days prior to these dates, or such other number of days
				  specified in the transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(xii)
				

			 	
				
				   
				

			 	
				
				  Any late payment penalties in
				  connection with any payment to be made on behalf of an obligor are paid from
				  the servicer’s funds and not charged to the obligor, unless the late
				  payment was due to the obligor’s error or omission.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(xiii)
				

			 	
				
				   
				

			 	
				
				  Disbursements made on behalf of an
				  obligor are posted within two business days to the obligor’s records
				  maintained by the servicer, or such other number of days specified in the
				  transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(xiv)
				

			 	
				
				   
				

			 	
				
				   Delinquencies, charge-offs and
				  uncollectible accounts are recognized and recorded in accordance with the
				  transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  1122(d)(4)(xv)
				

			 	
				
				   
				

			 	
				
				  Any external enhancement or other
				  support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation
				  AB, is maintained as set forth in the transaction agreements.
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				B-3
			 

		  	
			 
				Exhibit B to the

				Sale and Servicing Agreement
			 

		  


	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		EXHIBIT C
	 

	 
		FORM OF INDENTURE TRUSTEE’S ANNUAL
		CERTIFICATION
	 

	 
		Re: SUNTRUST AUTO
		TRUST 20[__]-[__]
	 

	 
		[                                          
		], not in its individual capacity but solely as indenture trustee (the
		“Indenture Trustee”), certifies to SunTrust Auto Receivables, LLC
		(the “Depositor”), and its officers, with the knowledge and intent
		that they will rely upon this certification, that:
	 

	 
		(1) It has reviewed the
		report on assessment of the Indenture Trustee’s compliance provided in
		accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of
		1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB
		(the “Servicing Assessment”), and the registered public accounting
		firm’s attestation report provided in accordance with Rules 13a-18 and
		15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the
		“Attestation Report”) that were delivered by the Indenture Trustee to
		the Depositor pursuant to the Sale and Servicing Agreement (the
		“Agreement”), dated as of
		[             ],
		20[__], by and between SunTrust Bank, the Depositor, the Indenture Trustee and
		SunTrust Auto Trust 20[__]-[_] (collectively, the “Indenture Trustee Information”);
	 

	 
		(2) To the best of its
		knowledge, the Indenture Trustee Information, taken as a whole, does not
		contain any untrue statement of a material fact or omit to state a material
		fact necessary to make the statements made, in the light of the circumstances
		under which such statements were made, not misleading with respect to the
		period of time covered by the Indenture Trustee Information; and
	 

	 
		(3) To the best of its
		knowledge, all of the Indenture Trustee Information required to be provided by
		the Indenture Trustee under the Agreement has been provided to the Depositor.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  [                                          
				  ], not in its individual capacity but solely As Indenture Trustee
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Date:
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  C-1
				

			 	
				
				  Exhibit C to the

				  Sale and Servicing Agreement
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT D-1
	 

	 
		FORM OF DEPOSITOR
		RE-ASSIGNMENT
	 

	 
		(SALE AND SERVICING AGREEMENT)

	 

	 
		[DATE]
	 

	 
		Pursuant to the Sale and Servicing
		Agreement, dated as of
		[              
		], 20[__], (the “Sale and Servicing
		Agreement”), between SunTrust
		Bank, as Servicer, SunTrust Auto Trust 20[__]-[_], as Issuer (the
		“Assignor”), SunTrust Auto Receivables, LLC, as Depositor
		(the “Assignee”), and
		[                                          
		], as Indenture Trustee, and the transactions contemplated thereby, in exchange
		for the Repurchase Price from the Assignee, the Assignor does hereby assign,
		transfer and otherwise absolutely convey unto the Assignee all of the
		Assignor’s right, title and interest, whether now or hereafter existing,
		in and to (i) the Receivables identified on Schedule I
		hereto (such Receivables, the “Repurchased Receivables”); (ii) all Collections thereon after the date
		hereof; (iii) all other property related to such Repurchased Receivables
		transferred by the Assignee to the Assignor under the Sale and Servicing
		Agreement on the Closing Date; and (iv) the proceeds of any and all of the
		foregoing.
	 

	 
		The Assignee hereby acknowledges receipt
		from the Assignor of the Repurchased Receivables and other property described
		above, and the Assignor hereby acknowledges receipt from the Assignee of the
		Repurchase Price.
	 

	 
		Capitalized terms used herein and not
		otherwise defined herein shall have the meanings assigned to them in (or by
		reference in) the Sale and Servicing Agreement.
	 

	 
		[SIGNATURE FOLLOWS]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  D-1-1
				

			 	
				
				  Depositor Re-Assignment
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the undersigned have
		caused this Re-Assignment to be duly executed as of the date first written
		above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST AUTO TRUST 20[__]-[__], as
				  Assignor
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: SunTrust Bank, as
				  Administrator
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST AUTO RECEIVABLES, LLC, as
				  Assignee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  D-1-2
				

			 	
				
				  Depositor Re-Assignment
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE I
	 

	 
		to Depositor Re-Assignment
	 

	 
		SCHEDULE OF REPURCHASED RECEIVABLES
	 

	 
		[On file with SunTrust Bank]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  D-1-3
				

			 	
				
				  Depositor Re-Assignment
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT D-2
	 

	 
		FORM OF DEPOSITOR CROSS
		RECEIPT
	 

	 
		(SALE AND SERVICING AGREEMENT)

	 

	 
		[DATE]
	 

	 
		Reference is hereby made to the Depositor
		Re-Assignment pursuant to the Sale and Servicing Agreement, dated as of the
		date hereof (the “Depositor
		Re-Assignment”), by and between
		SunTrust Auto Receivables, LLC (the “Assignee”)
		and SunTrust Auto Trust 20[__]-[__](the “Assignor”).
	 

	 
		The Assignee hereby acknowledges receipt
		from the Assignor of the Repurchased Receivables pursuant to the terms of the
		Depositor Re-Assignment.
	 

	 
		The Assignor hereby acknowledges receipt
		from the Assignee of the Repurchase Price for the Repurchased Receivables
		pursuant to the terms of the Depositor Re-Assignment.
	 

	 
		As used herein, the term
		“Repurchased
		Receivables” has the meaning
		assigned to such term in the Depositor Re-Assignment.
	 

	 
		Capitalized terms not defined herein shall
		have the meanings assigned to such terms in Appendix A to
		the Sale and Servicing Agreement, dated as of
		[                  
		], 20[__], by and between SunTrust Auto Receivables, LLC, as Depositor,
		SunTrust Auto Trust 20[__]-[__], as Issuer, SunTrust Bank, as Servicer, and
		[                                          
		], as Indenture Trustee.
	 

	 
		[SIGNATURES FOLLOW]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  D-2-1
				

			 	
				
				  Depositor Cross Receipt
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the undersigned have
		caused this Cross Receipt to be duly executed as of the date first above
		written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST AUTO RECEIVABLES, LLC, as
				  Assignee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	 	 	Title:	 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST AUTO TRUST 20[__]-[__], as
				  Assignor
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: SunTrust Bank, as
				  Administrator
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	 	 	Title:	 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  D-2-2
				

			 	
				
				  Depositor Cross Receipt
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT E-1
	 

	 
		FORM OF SERVICER RE-ASSIGNMENT

	 

	 
		(SALE AND SERVICING AGREEMENT)

	 

	 
		[DATE]
	 

	 
		Pursuant to the Sale and Servicing
		Agreement, dated as of [
		             ],
		20[__] (the “Sale and Servicing
		Agreement”), between SunTrust
		Bank, as Servicer (the “Assignee”),
		SunTrust Auto Trust 20[__]-[_], as Issuer (the “Assignor”),
		SunTrust Auto Receivables, LLC, as Depositor, and
		[                                          
		], as Indenture Trustee, and the transactions contemplated thereby, in exchange
		for the Repurchase Price from the Assignee, the Assignor does hereby assign,
		transfer and otherwise absolutely convey unto the Assignee all of the
		Assignor’s right, title and interest, whether now or hereafter existing,
		in and to (i) the Receivables identified on Schedule I
		hereto (such Receivables, the “Repurchased Receivables”); (ii) all Collections thereon after the date
		hereof; (iii) all other property related to such Repurchased Receivables
		transferred by the Assignee to the Assignor under the Sale and Servicing
		Agreement on the Closing Date; and (iv) the proceeds of any and all of the
		foregoing.
	 

	 
		The Assignee hereby acknowledges receipt
		from the Assignor of the Repurchased Receivables and other property described
		above, and the Assignor hereby acknowledges receipt from the Assignee of the
		Repurchase Price.
	 

	 
		Capitalized terms used herein and not
		otherwise defined herein shall have the meaning assigned to them in (or by
		reference in) the Sale and Servicing Agreement.
	 

	 
		[SIGNATURE FOLLOWS]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  E-1-1
				

			 	
				
				  Servicer Re-Assignment
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the undersigned have
		caused this Re-Assignment to be duly executed as of the date first written
		above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST AUTO TRUST 20[__]-[__], as
				  Assignor
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: SunTrust Bank, as
				  Administrator
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	 	 	Title:	 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST BANK, as Assignee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	 	 	Title:	 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  E-1-2
				

			 	
				
				  Servicer Re-Assignment
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE I
	 

	 
		to Servicer Re-Assignment
	 

	 
		SCHEDULE OF REPURCHASED RECEIVABLES
	 

	 
		[On file with SunTrust Bank]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  E-1-3
				

			 	
				
				  Servicer Re-Assignment
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT E-2
	 

	 
		FORM OF SERVICER CROSS RECEIPT

	 

	 
		(SALE AND SERVICING AGREEMENT)

	 

	 
		[DATE]
	 

	 
		Reference is hereby made to the Servicer
		Re-Assignment pursuant to the Sale and Servicing Agreement, dated as of the
		date hereof (the “Depositor
		Re-Assignment”), by and between
		SunTrust Bank (the “Assignee”)
		and SunTrust Auto Trust 20[__]-[__] (the “Assignor”).
	 

	 
		The Assignee hereby acknowledges receipt
		from the Assignor of the Repurchased Receivables pursuant to the terms of the
		Servicer Re-Assignment.
	 

	 
		The Assignor hereby acknowledges receipt
		from the Assignee of the Repurchase Price for the Repurchased Receivables
		pursuant to the terms of the Servicer Re-Assignment.
	 

	 
		As used herein, the term
		“Repurchased
		Receivables” has the meaning
		assigned to such term in the Servicer Re-Assignment.
	 

	 
		Capitalized terms not defined herein shall
		have the meanings assigned to such terms in Appendix A to the Sale and
		Servicing Agreement, dated as of [
		            ],
		20[__], by and between SunTrust Auto Receivables, LLC, as Depositor, SunTrust
		Auto Trust 20[__]-[_], as Issuer, SunTrust Bank, as Servicer, and
		[                                          
		], as Indenture Trustee.
	 

	 
		[SIGNATURES FOLLOW]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  E-2-1
				

			 	
				
				  Servicer Re-Assignment
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the undersigned have
		caused this Cross Receipt to be duly executed as of the date first above
		written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST BANK, as Assignee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	 	 	Title:	 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SUNTRUST AUTO TRUST 20[__]-[__], as
				  Assignor
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: SunTrust Bank, as
				  Administrator
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	 	 	Title:	 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  E-2-2
				

			 	
				
				  Servicer Re-Assignment
				  
 (Sale and Servicing
				  Agreement)
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		APPENDIX A
	 

	 
		DEFINITIONS
	 

	 
		The following terms have the meanings set
		forth, or referred to, below:
	 

	 
		“Accrued Class A Note Interest” shall mean, with respect to any Payment Date, the
		sum of the Class A Noteholders’ Monthly Accrued Interest for such
		Payment Date and the Class A Noteholders’ Interest Carryover
		Shortfall for such Payment Date.
	 

	 
		“Accrued Class B Note Interest” shall mean, with respect to any Payment Date, the
		sum of the Class B Noteholders’ Monthly Accrued Interest for such Payment
		Date and the Class B Noteholders’ Interest Carryover Shortfall for such
		Payment Date.
	 

	 
		“Act” has
		the meaning set forth in Section
		11.3(a) of the Indenture.
	 

	 
		“Administration Agreement” means the Administration Agreement, dated as of
		the Closing Date, between the Administrator, the Issuer and the Indenture
		Trustee, as the same may be amended and supplemented from time to time.
	 

	 
		“Administrator” means SunTrust, or any successor Administrator
		under the Administration Agreement.
	 

	 
		“Affiliate”
		means, for any specified Person, any other Person which, directly or
		indirectly, controls, is controlled by or is under common control with such
		specified Person and “affiliated” has a meaning correlative to the
		foregoing. For purposes of this definition, “control” means the
		power, directly or indirectly, to cause the direction of the management and
		policies of a Person.
	 

	 
		“Applicable Tax State”
		shall mean, as of any date, each State
		as to which any of the following is then applicable: (a) a State in which the
		Owner Trustee maintains its Corporate Trust Office, (b) a State in which the
		Owner Trustee maintains its principal executive offices, and (c) the State of
		Georgia.
	 

	 
		“Authenticating Agent” means any Person authorized by the Indenture
		Trustee to act on behalf of the Indenture Trustee to authenticate and deliver
		the Notes.
	 

	 
		“Authorized Newspaper” means a newspaper of general circulation in the
		City of New York, printed in the English language and customarily published on
		each Business Day, whether or not published on Saturdays, Sundays and
		holidays.
	 

	 
		“Authorized Officer” means (a) with respect to the Issuer, (i) any
		officer of the Owner Trustee who is authorized to act for the Owner Trustee in
		matters relating to the Issuer and who is identified on the list of Authorized
		Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing
		Date or (ii) so long as the Administration Agreement is in effect, any officer
		of the Administrator who is authorized to act for the Administrator in matters
		relating to the Issuer pursuant to the Administration Agreement and who is
		identified on the list of 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Authorized Officers delivered by the
		Administrator to the Owner Trustee and the Indenture Trustee on the Closing
		Date (as such list may be modified or supplemented from time to time
		thereafter) and (b) with respect to the Owner Trustee, the Indenture Trustee
		and the Servicer, any officer of the Owner Trustee, the Indenture Trustee or
		the Servicer, as applicable, who is authorized to act for the Owner Trustee,
		the Indenture Trustee or the Servicer, as applicable, in matters relating to
		the Owner Trustee, the Indenture Trustee or the Servicer and who is identified
		on the list of Authorized Officers delivered by each of the Owner Trustee, the
		Indenture Trustee and the Servicer to the Indenture Trustee on the Closing Date
		(as such list may be modified or supplemented from time to time
		thereafter).
	 

	 
		“Available Funds” means, for any Payment Date and the related
		Collection Period, an amount equal to the sum of the following amounts: (i) all
		Collections received by the Servicer during such Collection Period, (ii) the
		sum of the Repurchase Prices deposited into the Collection Account with respect
		to each Receivable that is to become a Repurchased Receivable during the
		related Collection Period, (iii) the investment income accrued during such
		Collection Period from the investment of funds in the Trust Accounts, (iv) the
		Reserve Account Excess Amount, (v) the Optional Purchase Price deposited into
		the Collection Account in connection with the Optional Purchase, if any,
		pursuant to Section 8.1 of the Sale and Servicing Agreement[, (vi) the Net Swap
		Receipts (excluding Swap Termination Payments received from the Swap
		Counterparty and deposited into the Swap Termination Payment Account), (vii)
		amounts on deposit in the Swap Termination Payment Account to the extent such
		amounts are required to be included in Available Funds pursuant to
		Section 4.8(d) of the Sale and Servicing Agreement and (viii) Swap
		Replacement Proceeds, to the extent required to be included in Available Funds
		pursuant to Section
		4.8(f) of the Sale and Servicing
		Agreement].
	 

	 
		“Available Funds Shortfall Amount” means, as of any Payment Date, the amount by
		which the amounts required to be paid pursuant to clauses first through [seventh] of
		Section 4.4(a) of the Sale and Servicing Agreement exceeds the
		Available Funds for such Payment Date.
	 

	 
		“Bankruptcy Code” means the United States Bankruptcy Code, 11
		U.S.C. 101 et seq., as amended.
	 

	 
		“Bankruptcy Event” means, with respect to any Person, (i) the filing
		of a decree or order for relief by a court having jurisdiction in the premises
		in respect of such Person in an involuntary case under any applicable federal
		or state bankruptcy, insolvency or other similar law now or hereafter in
		effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
		sequestrator or similar official of such Person, or ordering the winding-up or
		liquidation of such Person’s affairs, and such decree or order shall
		remain unstayed and in effect for a period of 60 consecutive days or (ii) the
		commencement by such Person of a voluntary case under any applicable federal or
		state bankruptcy, insolvency or other similar law now or hereafter in effect,
		or the consent by such Person to the entry of an order for relief in an
		involuntary case under any such law, or the consent by such Person to the
		appointment or taking possession by a receiver, liquidator, assignee,
		custodian, trustee, sequestrator or similar official of such Person, or the
		making by such Person of any general assignment for the benefit of creditors,
		or the failure by such Person generally to pay its debts as such debts become
		due, or the taking of action by such Person in furtherance of any of the
		foregoing.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Bankruptcy Remote Party” means each of the Depositor, the Issuer, any
		other trust created by the Depositor or any limited liability company or
		corporation wholly-owned by the Depositor.
	 

	 
		“Benefit Plan” means (i) any “employee benefit plan”
		as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, (ii) a
		“plan” described in and subject to Section 4975 of the Code or
		(iii) any entity deemed to hold the assets of any of the foregoing by reason of
		an employee benefit plan’s or other plan’s investment in such
		entity.
	 

	 
		“Book-Entry Notes” means a beneficial interest in the Notes,
		ownership and transfers of which shall be made through book entries by a
		Clearing Agency as described in Section
		2.10 of the Indenture.
	 

	 
		“Business Day” means any day other than a Saturday, a Sunday or
		a day on which banking institutions in the states of Delaware, Georgia or New
		York, or in the state in which the Corporate Trust Office of the Indenture
		Trustee is located, are authorized or obligated by law, executive order or
		government decree to be closed.
	 

	 
		“Certificate” means a certificate substantially in the form of
		Exhibit A to the Trust Agreement evidencing the Residual
		Interest, as such Certificate may be issued pursuant to the Trust Agreement at
		the request of the Residual Interestholder.
	 

	 
		“Certificate of Title” means, with respect to any Financed Vehicle, the
		certificate of title or other documentary evidence of ownership of such
		Financed Vehicle as issued by the department, agency or official of the
		jurisdiction (whether in paper or electronic form) in which such Financed
		Vehicle is titled responsible for accepting applications for, and maintaining
		records regarding, certificates of title and liens thereon.
	 

	 
		“Certificateholder” means any Holder of a Certificate.
	 

	 
		“Class”
		means a group of Notes whose form is identical except for variation in
		denomination, principal amount or owner, and references to “each
		Class” thus mean each of the Class A-1 Notes, the Class A-2 Notes, the
		Class A-3 Notes, the Class A-4 Notes and the Class B Notes.
	 

	 
		“Class A Notes” shall mean, collectively, the Class A-1 Notes,
		the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.
	 

	 
		“Class A Noteholders’ Interest Carryover
		Shortfall” shall mean, with
		respect to any Payment Date, the excess of the Class A Noteholders’
		Monthly Accrued Interest for the preceding Payment Date and any outstanding
		Class A Noteholders’ Interest Carryover Shortfall on such preceding
		Payment Date, over the amount in respect of interest that was actually paid to
		Noteholders of Class A Notes on such preceding Payment Date, plus interest
		on the amount of interest due but not paid to Noteholders of Class A Notes
		on the preceding Payment Date, to the extent permitted by law, at the
		respective Interest Rates borne by such Class A Notes for the related
		Interest Period.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Class A Noteholders’ Monthly Accrued
		Interest” shall mean, with respect
		to any Payment Date, the aggregate interest accrued for the related Interest
		Period on the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
		Class A-4 Notes at the respective Interest Rate for such Class on the Note
		Balance of the Notes of each such Class on the immediately preceding Payment
		Date or the Closing Date, as the case may be, after giving effect to all
		payments of principal to the Noteholders of the Notes of such Class on or prior
		to such preceding Payment Date. 
	 

	  

	 
		“Class A-1 Final Scheduled Payment Date” shall mean the Payment Date occurring in
		[                        ].

	 

	 
		“Class A-1 Interest Rate” means [
		            ]% per
		annum (computed on the basis of the actual number of days elapsed, but assuming
		a 360-day year).
	 

	 
		“Class A-1 Note Balance” means, at any time, the Initial Class A-1 Note
		Balance reduced by all payments of principal made prior to such time on the
		Class A-1 Notes.
	 

	 
		“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note
		is registered on the Note Register.
	 

	 
		“Class A-1 Notes” has the meaning set forth in the recitals to the
		Indenture.
	 

	 
		“Class A-2 Final Scheduled Payment Date” shall mean the Payment Date occurring in
		[                        ].

	 

	  

	 
		“Class A-2 Interest Rate” means [
		             ]%
		per annum (computed on the basis of a 360-day year of twelve 30-day
		months).
	 

	 
		“Class A-2 Note Balance” means, at any time, the Initial Class A-2 Note
		Balance reduced by all payments of principal made prior to such time on the
		Class A-2 Notes.
	 

	 
		“Class A-2 Noteholder” means the Person in whose name a Class A-2 Note
		is registered on the Note Register.
	 

	 
		“Class A-2 Notes” has the meaning set forth in the recitals to the
		Indenture.
	 

	 
		“Class A-3 Final Scheduled Payment Date” shall mean the Payment Date occurring in
		[                        ].

	 

	  

	 
		“Class A-3 Interest Rate” means [
		               ]%
		per annum (computed on the basis of a 360-day year of twelve 30-day
		months).
	 

	 
		“Class A-3 Note Balance” means, at any time, the Initial Class A-3 Note
		Balance reduced by all payments of principal made prior to such time on the
		Class A-3 Notes.
	 

	 
		“Class A-3 Noteholder” shall mean the Person in whose name a Class A-3
		Note is registered on the Note Register.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Class A-3 Notes” has the meaning set forth in the recitals to the
		Indenture.
	 

	 
		“Class A-4 Final Scheduled Payment Date” shall mean the Payment Date occurring in
		[                        ].

	 

	  

	 
		“Class A-4 Interest Rate” means
		[[                
		]%] [ the sum of LIBOR plus [__]%] per annum (computed on the basis of [a
		360-day year of twelve 30-day months][the actual number of days elapsed, but
		assuming a 360-day year]).
	 

	 
		“Class A-4 Note Balance” means, at any time, the Initial Class A-4 Note
		Balance reduced by all payments of principal made prior to such time on the
		Class A-4 Notes.
	 

	 
		“Class A-4 Noteholder” shall mean the Person in whose name a Class A-4
		Note is registered on the Note Register.
	 

	 
		“Class A-4 Notes” has the meaning set forth in the recitals to the
		Indenture.
	 

	 
		“Class B Final Scheduled Payment Date” shall mean the Payment Date occurring in
		[                        ].

	 

	  

	 
		“Class B Interest Rate” means
		[             
		]% per annum (computed on the basis of a 360-day year of twelve 30-day
		months).
	 

	 
		“Class B Note Balance” means, at any time, the Initial Class B Note
		Balance reduced by all payments of principal made prior to such time on the
		Class B Notes.
	 

	 
		“Class B Noteholder” shall mean the Person in whose name a Class B
		Note is registered on the Note Register.
	 

	 
		“Class B Noteholders’ Interest Carryover
		Shortfall” shall mean, with
		respect to any Payment Date, the excess of the Class B Noteholders’
		Monthly Accrued Interest for the preceding Payment Date and any outstanding
		Class B Noteholders’ Interest Carryover Shortfall on such preceding
		Payment Date, over the amount in respect of interest that was actually paid to
		Class B Noteholders on such preceding Payment Date, plus interest on the amount
		of interest due but not paid to Class B Noteholders on the preceding Payment
		Date, to the extent permitted by law, at the Class B Interest Rate for the
		related Interest Period.
	 

	 
		“Class B Noteholders’ Monthly Accrued
		Interest” shall mean, with respect
		to any Payment Date, the aggregate interest accrued for the related Interest
		Period on the Class B Notes at the Class B Interest Rate on the Class B Note
		Balance on the immediately preceding Payment Date or the Closing Date, as the
		case may be, after giving effect to all payments of principal to the Class B
		Noteholders on or prior to such preceding Payment Date.
	 

	 
		“Class B Notes” means the Class of Auto Loan Asset Backed Notes
		designated as Class B Notes, issued in accordance with the
		Indenture.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Clearing Agency” means an organization registered as a
		“clearing agency” pursuant to Section 17A of the Exchange Act and
		shall initially be DTC.
	 

	 
		“Clearing Agency Participant” means a broker, dealer, bank or other financial
		institution or other Person for which from time to time a Clearing Agency
		effects book-entry transfers and pledges of securities deposited with the
		Clearing Agency.
	 

	 
		“Closing Date” means
		[                              
		], 20[__]. 
	 

	 
		“Code” means
		the Internal Revenue Code of 1986, as amended, modified or supplemented from
		time to time, and any successor law thereto, and the regulations promulgated
		and the rulings issued thereunder.
	 

	 
		“Collateral”
		has the meaning set forth in the Granting Clause of the Indenture.
	 

	 
		“Collections”
		means, with respect to any Receivable
		and to the extent received by the Servicer after the Cut-Off Date, (i) any
		monthly payment by or on behalf of the Obligor thereunder, (ii) any full or
		partial prepayment of such Receivable, (iii) all Liquidation Proceeds and (iv)
		any other amounts received by the Servicer which, in accordance with the
		Customary Servicing Practices, would customarily be applied to the payment of
		accrued interest or to reduce the Principal Balance of the Receivable,
		including rebates of premiums with respect to the cancellation or termination
		of any Insurance Policy, extended warranty or service contract; provided,
		however, that the term
		“Collections”
		in no event will include (1) any
		amounts in respect of any Receivable the Repurchase Price of which has been
		included in the Available Funds on a prior Payment Date or (2) any Supplemental
		Servicing Fees. 
	 

	 
		“Collection Account” means the trust account established and
		maintained pursuant to Section
		4.1 of the Sale and Servicing
		Agreement.
	 

	 
		“Collection Period” means the period commencing on the first day of
		each calendar month and ending on the last day of such calendar month (or, in
		the case of the initial Collection Period, the period commencing on the close
		of business on the Cut-Off Date and ending on [_________], 20[__]). As used
		herein, the “related” Collection Period with respect to a Payment
		Date shall be deemed to be the Collection Period which precedes such Payment
		Date.
	 

	 
		“Commission”
		means the U.S. Securities and Exchange Commission.
	 

	 
		“Contract”
		means, with respect to any Receivable, the motor vehicle retail installment
		sales contract and/or note and security agreement, any amendments thereto and
		any related documentary draft, if applicable, evidencing such
		Receivable.
	 

	 
		“Contract Rate” means, with respect to a Receivable, the rate per
		annum at which interest accrues under the Contract evidencing such Receivable.
		Such rate may be less than the “Annual Percentage Rate” disclosed in
		the Receivable.
	 

	 
		“Controlling Class” shall mean, with respect to any Notes
		Outstanding, the Class A Notes (voting together as a single Class) as long as
		any Class A Notes are Outstanding, and 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		thereafter the Class B Notes as long as any
		Class B Notes are Outstanding (excluding, in each case, Notes held by the
		Servicer or any of its Affiliates).
	 

	 
		“Corporate Trust Office” means:
	 

	 
		(p) as used with respect to Indenture
		Trustee, the principal office of the Indenture Trustee at which at any
		particular time its corporate trust business shall be administered which office
		at date of the execution of the Indenture is located at
		[                           ],
		or at such other address as the Indenture Trustee may designate from time to
		time by notice to the Noteholders, the Administrator, the Servicer and the
		Issuer, or the principal corporate trust office of any successor Indenture
		Trustee (the address of which the successor Indenture Trustee will notify the
		Noteholders, the Administrator, the Servicer and the Owner Trustee); and

	 

	 
		(q) as used with respect to Owner Trustee,
		the corporate trust office of the Owner Trustee located at
		[                                          
		         ] (telecopier no.
		[                                 ],
		Attention:
		[                                          
		 ], or at such other address as the Owner Trustee may designate by notice
		to the Residual Interestholder and the Depositor, or the principal corporate
		trust office of any successor Owner Trustee (the address of which the successor
		Owner Trustee will notify the Residual Interestholder and the
		Depositor).
	 

	 
		“Cram Down Loss” means, with respect to any Receivable (other than
		a Defaulted Receivable) as to which any court in any bankruptcy, insolvency or
		other similar proceeding issues an order reducing the principal amount to be
		paid on such Receivable or otherwise modifies any payment terms with respect
		thereto, an amount equal to the greater of (i) the amount of the principal
		reduction ordered by such court and (ii) the difference between the Principal
		Balance of such Receivable at the time of such court order and the net present
		value (using a discount rate which is the higher of the Contract Rate of such
		Receivable or the rate of interest specified by such court order) of the
		remaining scheduled payments to be paid on such Receivable as modified or
		restructured. A “Cram Down
		Loss” will be deemed to have
		occurred on the date of issuance of such court’s order.
	 

	 
		 “Customary Servicing Practices” means the customary servicing practices of the
		Servicer or any Sub-Servicer with respect to all comparable motor vehicle
		receivables that the Servicer or such Sub-Servicer, as applicable, services for
		itself or others, as such customary servicing practices may be changed from
		time to time, it being understood that the Servicer and the Sub-Servicers may
		not have the same “Customary
		Servicing Practices”.
	 

	 
		“Cut-Off Date” means [_______], 20 [__].
	 

	 
		 “Default”
		means any occurrence that is, or with notice or lapse of time or both would
		become, an Event of Default.
	 

	 
		“Defaulted Receivable” means, with respect to any Collection Period, a
		Receivable as to which (a) all or any part of a scheduled payment is 120 or
		more days past due and the Servicer has not repossessed the related Financed
		Vehicle, (b) the Servicer has either repossessed and liquidated the related
		Financed Vehicle or repossessed and held the related Financed Vehicle in
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		its repossession inventory for 90 days,
		whichever occurs first, or (c) the Servicer has, in accordance with its
		Customary Servicing Practices, determined that such Receivable has or should be
		written off as uncollectible. The Principal Balance of any Receivable that
		becomes a “Defaulted Receivable” will be deemed to be zero as of the
		date it becomes a “Defaulted Receivable.”
	 

	 
		“Definitive Note” means a definitive fully registered Note issued
		pursuant to Section 2.12 of the Indenture. 
	 

	 
		“Delivery”
		when used with respect to Trust Account Property means:
	 

	 
		(a) with respect to (I) bankers’
		acceptances, commercial paper, negotiable certificates of deposit and other
		obligations that constitute “instruments” as defined in Section
		9-102(47) of the UCC and are susceptible of physical delivery, transfer of
		actual possession thereof to the Indenture Trustee or its nominee or custodian
		by physical delivery to the Indenture Trustee or its nominee or custodian
		endorsed to, or registered in the name of, the Indenture Trustee or its nominee
		or custodian or endorsed in blank, and (II) with respect to a
		“certificated security” (as defined in Section 8-102(a)(4) of the
		UCC) transfer of actual possession thereof (i) by physical delivery of such
		certificated security to the Indenture Trustee or its nominee or custodian
		endorsed to, or registered in the name of, the Indenture Trustee or its nominee
		or custodian or endorsed in blank, or to another person, other than a
		“securities intermediary” (as defined in Section 8-102(a)(14) of the
		UCC), who acquires possession of the certificated security on behalf of the
		Indenture Trustee or its nominee or custodian or, having previously acquired
		possession of the certificate, acknowledges that it holds for the Indenture
		Trustee or its nominee or custodian or (ii) by delivery thereof to a
		“securities intermediary”, endorsed to or registered in the name of
		the Indenture Trustee or its nominee or custodian, or endorsed in blank, and
		the making by such “securities intermediary” of entries on its books
		and records identifying such certificated securities as belonging to the
		Indenture Trustee or its nominee or custodian and the sending by such
		“securities intermediary” of a confirmation of the purchase of such
		certificated security by the Indenture Trustee or its nominee or custodian (all
		of the foregoing, “Physical
		Property”), and, in any event, any
		such Physical Property in registered form shall be in the name of the Indenture
		Trustee or its nominee or custodian; and such additional or alternative
		procedures as may hereafter become appropriate to effect the complete transfer
		of ownership of any such Trust Account Property to the Indenture Trustee or its
		nominee or custodian, consistent with changes in applicable law or regulations
		or the interpretation thereof; 
	 

	 
		(b) with respect to any securities issued by
		the U.S. Treasury, the Federal Home Loan Mortgage Corporation, the Federal
		National Mortgage Association or the other government agencies,
		instrumentalities and establishments of the United States identified in
		Appendix A to Federal Reserve Bank Operating Circular No. 7 as in effect from
		time to time that is a “book-entry security” (as such term is defined
		in Federal Reserve Bank Operating Circular No. 7) held in a securities account
		and eligible for transfer through the Fedwire® Securities Service operated
		by the Federal Reserve System pursuant to Federal book-entry regulations, the
		following procedures, all in accordance 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		with applicable law, including applicable
		Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of
		such Trust Account Property to an appropriate securities account maintained
		with a Federal Reserve Bank by a “participant” (as such term is
		defined in Federal Reserve Bank Operating Circular No. 7) that is a
		“depository institution” (as defined in Section 19(B)(1)(A) of the
		Federal Reserve Act) pursuant to applicable Federal regulations, and issuance
		by such depository institution of a deposit advice or other written
		confirmation of such book-entry registration to the Indenture Trustee or its
		nominee or custodian of the purchase by the Indenture Trustee or its nominee or
		custodian of such book-entry securities; the making by such depository
		institution of entries in its books and records identifying such book entry
		security held through the Federal Reserve System pursuant to Federal book-entry
		regulations or a security entitlement thereto as belonging to the Indenture
		Trustee or its nominee or custodian and indicating that such depository
		institution holds such Trust Account Property solely as agent for the Indenture
		Trustee or its nominee or custodian; and such additional or alternative
		procedures as may hereafter become appropriate to effect complete transfer of
		ownership of any such Trust Account Property to the Indenture Trustee or its
		nominee or custodian, consistent with changes in applicable law or regulations
		or the interpretation thereof; and
	 

	 
		(c) with respect to any item of Trust
		Account Property that is an uncertificated security (as defined in Section
		8-102(a)(18) of the UCC) and that is not governed by clause (b) above, (i)
		registration on the books and records of the issuer thereof in the name of the
		Indenture Trustee or its nominee or custodian, or (ii) registration on the
		books and records of the issuer thereof in the name of another person, other
		than a securities intermediary, who acknowledges that it holds such
		uncertificated security for the benefit of the Indenture Trustee or its nominee
		or custodian.
	 

	 
		“Depositor”
		means SunTrust Auto Receivables, LLC, a Delaware limited liability
		company.
	 

	 
		“Determination Date” means the third Business Day preceding the
		related Payment Date, beginning
		[                             
		], 20[__].
	 

	 
		“Dollar” and
		“$” mean lawful currency of the United States of
		America.
	 

	 
		“DTC” means
		The Depository Trust Company, and its successors.
	 

	 
		“Eligible Account” means either (a) a segregated account with an
		Eligible Institution or (b) a segregated trust account with the corporate trust
		department of a depository institution acting in its fiduciary capacity
		organized under the laws of the United States of America or any one of the
		states thereof or the District of Columbia (or any domestic branch of a foreign
		bank), having corporate trust powers and acting as trustee for funds deposited
		in such account, so long as the long-term unsecured debt of such depository
		institution shall have a credit rating from each Rating Agency in one of its
		generic rating categories which signifies investment grade. Any such trust
		account may be maintained with the Owner Trustee, the Indenture Trustee or any
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		of their respective Affiliates, if such
		accounts meet the requirements described in clause (b) of the preceding
		sentence.
	 

	 
		“Eligible Institution” means a depository institution or trust company
		(other than any Affiliate of SunTrust Banks, Inc.) (which may be the Owner
		Trustee, the Indenture Trustee or any of their respective Affiliates) organized
		under the laws of the United States of America or any one of the states thereof
		or the District of Columbia (or any domestic branch of a foreign bank) (a)
		which at all times has either (i) a long-term senior unsecured debt rating of
		“Aa3” or better by Moody’s, “AA-” or better by
		Standard & Poor’s and “AA-” or better by Fitch, if rated by
		Fitch or such other rating that is acceptable to each Rating Agency, as
		evidenced by a letter from such Rating Agency to the Issuer or the Indenture
		Trustee or (ii) a certificate of deposit rating of “P-1” by
		Moody’s, “A-1+” by Standard & Poor’s and
		“F1+” by Fitch, if rated by Fitch or (iii) such other rating that is
		acceptable to each Rating Agency, as evidenced by a letter from such Rating
		Agency to the Issuer or the Indenture Trustee and (b) whose deposits are
		insured by the Federal Deposit Insurance Corporation.
	 

	 
		“Eligible Investments” shall mean any one or more of the following types
		of investments:
	 

	 
		(a) direct obligations of, and obligations
		fully guaranteed as to timely payment by, the United States of America;
	 

	 
		(b) demand deposits, time deposits or
		certificates of deposit of any depository institution (including any Affiliate
		of the Depositor, the Servicer, the Indenture Trustee or the Owner Trustee) or
		trust company incorporated under the laws of the United States of America or
		any state thereof or the District of Columbia (or any domestic branch of a
		foreign bank) and subject to supervision and examination by Federal or state
		banking or depository institution authorities (including depository receipts
		issued by any such institution or trust company as custodian with respect to
		any obligation referred to in clause
		(a) above or a portion of such
		obligation for the benefit of the holders of such depository receipts);
		provided that at the time of the investment or contractual
		commitment to invest therein (which shall be deemed to be made again each time
		funds are reinvested following each Payment Date), the commercial paper or
		other short-term senior unsecured debt obligations (other than such obligations
		the rating of which is based on the credit of a Person other than such
		depository institution or trust company) of such depository institution or
		trust company shall have a credit rating from Standard & Poor’s of at
		least A-1+, from Moody’s of Prime-1 and from Fitch of F1, if rated by
		Fitch;
	 

	 
		(c) commercial paper (including commercial
		paper of any Affiliate of the Depositor, the Servicer, the Indenture Trustee or
		the Owner Trustee) having, at the time of the investment or contractual
		commitment to invest therein, a rating from Standard & Poor’s of at
		least A-1+, from Moody’s of Prime-1 and from Fitch of F1, if rated by
		Fitch;
	 

	 
		(d) investments in money market funds
		(including funds for which the Depositor, the Servicer, the Indenture Trustee
		or Owner Trustee or any of their respective Affiliates is investment manager or
		advisor) having a rating from Standard & Poor’s of AAA-m or AAAm-G,
		from Moody’s of Aaa and from Fitch of AAA, if rated by Fitch;
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(e) bankers’ acceptances issued by any
		depository institution or trust company referred to in clause (b)
		above;
	 

	 
		(f) repurchase obligations with respect to
		any security that is a direct obligation of, or fully guaranteed by, the United
		States of America or any agency or instrumentality thereof the obligations of
		which are backed by the full faith and credit of the United States of America,
		in either case entered into with a depository institution or trust company
		(acting as principal) referred to in clause (b)
		above; and
	 

	 
		(g) any other investment that satisfies the
		Rating Agency Condition.
	 

	 
		“Eligible Receivable” means a Receivable meeting all of the criteria
		set forth on Schedule I of the Sale and Servicing Agreement as of the Closing
		Date.
	 

	 
		“ERISA”
		shall mean the Employee Retirement Income Security Act of 1974, as
		amended.
	 

	 
		“Event of Default” has the meaning set forth in Section 5.1 of
		the Indenture.
	 

	 
		“Exchange Act” means the Securities Exchange Act of 1934, as
		amended. 
	 

	 
		“Final Scheduled Payment Date” means, with respect to (i) the Class A-1 Notes,
		the Class A-1 Final Scheduled Payment Date, (ii) the Class A-2 Notes, the Class
		A-2 Final Scheduled Payment Date, (iii) the Class A-3 Notes, the Class A-3
		Final Scheduled Payment Date, (iv) the Class A-4 Notes, the Class A-4 Final
		Scheduled Payment Date and (v) the Class B Notes, the Class B Final Scheduled
		Payment Date.
	 

	 
		“Financed Vehicle” means an automobile or light-duty truck, together
		with all accessions thereto, securing an Obligor’s indebtedness under the
		applicable Receivable.
	 

	 
		“First Allocation of Principal” means, with respect to any Payment Date, an
		amount equal to the excess, if any, of (a) the Note Balance of the Class A
		Notes as of such Payment Date (before giving effect to any principal payments
		made on the Class A Notes on such Payment Date) over (b) [(i)] the Pool
		Balance as of the end of the related Collection Period [minus (ii) the YSOC
		Amount]; provided, however, that
		the “First Allocation of
		Principal” shall not exceed the
		Note Balance of the Class A Notes; provided,
		further, that the “First Allocation of Principal” for any Payment Date on and after the Final
		Scheduled Payment Date for any Class of Class A Notes shall not be less
		than the amount that is necessary to reduce the Note Balance of that Class of
		Class A Notes to zero.
	 

	 
		“Fitch”
		means Fitch, Inc., or any successor that is a nationally recognized statistical
		rating organization.
	 

	 
		“GAAP” means
		generally accepted accounting principles in the USA, applied on a materially
		consistent basis.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Governmental Authority” means any (a) Federal, state, municipal, foreign
		or other governmental entity, board, bureau, agency or instrumentality, (b)
		administrative or regulatory authority (including any central bank or similar
		authority) or (c) court or judicial authority.
	 

	 
		“Grant”
		means mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
		convey, assign, transfer, create, grant a lien upon and a security interest in
		and right of set-off against, deposit, set over and confirm pursuant to the
		Indenture. A Grant of the Collateral or of any other agreement or instrument
		shall include all rights, powers and options (but none of the obligations) of
		the Granting party thereunder, including the immediate and continuing right to
		claim for, collect, receive and give receipt for principal and interest
		payments in respect of the Collateral and all other moneys payable thereunder,
		to give and receive notices and other communications, to make waivers or other
		agreements, to exercise all rights and options, to bring proceedings in the
		name of the Granting party or otherwise and generally to do and receive
		anything that the Granting party is or may be entitled to do or receive
		thereunder or with respect thereto. Other forms of the verb “to
		Grant” shall have correlative meanings.
	 

	 
		“Holder”
		means, as the context may require, a Certificateholder or a Noteholder or
		both.
	 

	 
		“Indenture”
		means the Indenture, dated as of the Closing Date, between the Issuer and
		Indenture Trustee, as the same may be amended and supplemented from time to
		time.
	 

	 
		“Indenture Trustee” means
		[                                    ],
		a
		[                                    ],
		not in its individual capacity but as indenture trustee under the Indenture, or
		any successor trustee under the Indenture.
	 

	 
		“Independent” means, when used with respect to any specified
		Person, that such Person (i) is in fact independent of the Issuer, any other
		obligor upon the Notes, the Administrator and any Affiliate of any of the
		foregoing Persons, (ii) does not have any direct financial interest or any
		material indirect financial interest in the Issuer, any such other obligor, the
		Administrator or any Affiliate of any of the foregoing Persons and (iii) is not
		connected with the Issuer, any such other obligor, the Administrator or any
		Affiliate of any of the foregoing Persons as an officer, employee, promoter,
		underwriter, trustee, partner, director or Person performing similar
		functions.
	 

	 
		“Independent Certificate” means a certificate or opinion to be delivered to
		the Indenture Trustee under the circumstances described in, and otherwise
		complying with, the applicable requirements of Section 11.1 of
		the Indenture, made by an independent appraiser or other expert appointed by an
		Issuer Order, and such opinion or certificate shall state that the signer has
		read the definition of “Independent” in this Appendix A and
		that the signer is Independent within the meaning thereof.
	 

	 
			
				
				   
				

			 	
				
				  “Initial Class A-1 Note Balance” means
				  $[                                 ].

				

			 

 

	 
			
				
				   
				

			 	
				
				  “Initial Class A-2 Note Balance” means $[                                  ].

				

			 

 

	 
			
				
				   
				

			 	
				
				  “Initial Class A-3 Note Balance” means $[                                  ].

				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  “Initial Class A-4 Note Balance” means $[                                   ].

				

			 

 

	 
			
				
				   
				

			 	
				
				  “Initial Class B Note Balance” means $[                                       ].

				

			 

 

	 
		[“Initial Interest Rate Swap Agreement”
		means the ISDA Master Agreement, dated
		as of the Closing Date, between the Initial Swap Counterparty and the Issuer,
		the Schedule thereto, dated as of the Closing Date, the Credit Support Annex,
		if applicable, and the Confirmations thereto, dated as of the Closing Date and
		entered into pursuant to such ISDA Master Agreement, as the same may be amended
		from time to time in accordance with the terms thereof.]
	 

	 
		“Initial Note Balance” means, for any Class, the Initial Class A-1 Note
		Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note
		Balance, the Initial Class A-4 Note Balance or the Initial Class B Note
		Balance, as applicable, or with respect to the Notes generally, the sum of the
		foregoing.
	 

	 
		[“Initial Swap Counterparty” means
		[                        ],
		as the swap counterparty under the Initial Interest Rate Swap
		Agreement.]
	 

	 
		“Insurance Policy” means (i) any theft and physical damage insurance
		policy maintained by the Obligor under a Receivable, providing coverage against
		loss or damage to or theft of the related Financed Vehicle, and (ii) any credit
		life or credit disability insurance maintained by an Obligor in connection with
		any Receivable.
	 

	 
		“Interest Period” means (i) with respect to the first Payment Date,
		the period from and including the Closing Date to but excluding the first
		Payment Date and (ii) with respect to each subsequent Payment Date, the period
		from and including the prior Payment Date to but excluding such subsequent
		Payment Date (in each case assuming that the Payment Date for the Class A-2
		Notes, the Class A-3 Notes[, Class A-4 Notes] and the Class B Notes is always
		the 15th day of the calendar month in which that Payment Date
		occurs).
	 

	 
		“Interest Rate” means (a) with respect to the Class A-1 Notes,
		the Class A-1 Interest Rate, (b) with respect to the Class A-2 Notes, the Class
		A-2 Interest Rate, (c) with respect to the Class A-3 Notes, the Class A-3
		Interest Rate, (d) with respect to the Class A-4 Notes, the Class A-4 Interest
		Rate or (e) with respect to the Class B Notes, the Class B Interest
		Rate.
	 

	 
		[“Interest Rate Swap Agreement”
		means the Initial Interest Rate Swap
		Agreement and any Replacement Interest Rate Swap Agreement.]
	 

	 
		“Issuer”
		means SunTrust Auto Trust 20[__]-[_], a Delaware statutory trust established
		pursuant to the Trust Agreement, until a successor replaces it and, thereafter,
		means the successor and, for purposes of any provision contained herein, each
		other obligor on the Notes.
	 

	 
		“Issuer Order” and “Issuer Request” means a written order or request of the Issuer
		signed in the name of the Issuer by any one of its Authorized Officers and
		delivered to the Indenture Trustee.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		[“LIBOR”
		means, with respect to any Interest Period, the London interbank offered rate
		for deposits in U.S. dollars having a maturity of one month commencing on the
		related LIBOR Determination Date which appears on Reuters Screen LIBOR 01 as of
		11:00 a.m., London time, on such LIBOR Determination Date; provided, however,
		that for the first Interest Period, LIBOR shall mean an interpolated rate for
		deposits based on London interbank offered rates for deposits in U.S. dollars
		for a period that corresponds to the actual number of days in the first
		Interest Period. If the rates used to determine LIBOR do not appear on Reuters
		Screen LIBOR 01, the rates for that day will be determined on the basis of the
		rates at which deposits in U.S. dollars, having a maturity of one month and in
		a principal amount of not less than U.S. $1,000,000 are offered at
		approximately 11:00 a.m. London time, on such LIBOR Determination Date to prime
		banks in the London interbank market by the reference banks. The Indenture
		Trustee will request the principal London office of each of such reference
		banks to provide a quotation of its rate. If at least two such quotations are
		provided, the rate for that day will be the arithmetic mean to the nearest
		1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point
		rounded upward, of all such quotations. If fewer than two such quotations are
		provided, the rate for that day will be the arithmetic mean to the nearest
		1/100,000 of 1.00% (0.0000001), with five-millionths of a percentage point
		rounded upward, of the offered per annum rates that one or more leading banks
		in New York City, selected by the Indenture Trustee (after consulting with the
		Depositor), are quoting as of approximately 11:00 a.m., New York time, on such
		LIBOR Determination Date to leading European banks for United States dollar
		deposits for that maturity; provided that if the banks selected as aforesaid
		are not quoting as mentioned in this sentence, LIBOR in effect for the
		applicable Interest Period will be LIBOR in effect for the previous Interest
		Period. The reference banks are the four major banks in the London interbank
		market selected by the Indenture Trustee (after consultation with the
		Depositor).]
	 

	 
		[“LIBOR Determination Date” means the second London Business Day prior to the
		Closing Date with respect to the first Payment Date and, as to each subsequent
		Payment Date, the second London Business Day prior to the immediately preceding
		Payment Date.]
	 

	 
		“Lien”
		means, for any asset or property of a Person, a lien, security interest,
		mortgage, pledge or encumbrance in, of or on such asset or property in favor of
		any other Person, except any Permitted Lien. 
	 

	 
		“Liquidation Proceeds” means, with respect to any Receivable, (a)
		insurance proceeds received by the Servicer with respect to the Insurance
		Policies, (b) amounts received by the Servicer in connection with such
		Receivable pursuant to the exercise of rights under that Receivable and (c) the
		monies collected by the Servicer (from whatever source, including proceeds of a
		sale of a Financed Vehicle, a deficiency balance recovered from the Obligor
		after the charge-off of such Receivable or as a result of any recourse against
		the related Dealer, if any) on such Receivable, in the case of each of the
		foregoing clauses (a) through (c), net of any expenses (including, without
		limitation, any auction, painting, repair or refurbishment expenses in respect
		of the related Financed Vehicle) incurred by the Servicer in connection
		therewith and any payments required by law to be remitted to the
		Obligor.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		[“London Business Day” means any day other than a Saturday, Sunday or
		day on which banking institutions in London, England are authorized or
		obligated by law or government decree to be closed.]
	 

	 
		“Monthly Remittance Condition” has the meaning set forth in Section 4.2 of
		the Sale and Servicing Agreement.
	 

	 
		“Moody’s” means Moody’s Investors Service, Inc., or
		any successor that is a nationally recognized statistical rating
		organization.
	 

	 
		[“Net Swap Payment” means for the Interest Rate Swap Agreement, the
		net amounts owed by the Issuer to the Swap Counterparty, if any, on any Swap
		Payment Date, excluding Swap Termination Payments.]
	 

	 
		[“Net Swap Receipts” means for the Interest Rate Swap Agreement, the
		net amounts owed by the Swap Counterparty to the Issuer, if any, on any Swap
		Payment Date, including, without limitation, any Swap Termination
		Payments.]
	 

	 
		“Note” means
		a Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note or Class B
		Note, in each case substantially in the forms of Exhibit A to the
		Indenture.
	 

	 
		“Note Balance” means, with respect to any date of determination,
		for any Class, the Class A-1 Note Balance, the Class A-2 Note Balance, the
		Class A-3 Note Balance, the Class A-4 Note Balance or the Class B Note Balance,
		as applicable, or with respect to the Notes generally, the sum of all of the
		foregoing.
	 

	 
		“Note Depository Agreement” means the agreement, dated as of the Closing
		Date, between the Issuer and DTC, as the initial Clearing Agency relating to
		the Notes, as the same may be amended or supplemented from time to time.

	 

	 
		“Note Factor” on a Payment Date means, with respect to each
		Class of Notes, a six-digit decimal figure equal to the Note Balance of such
		Class of Notes as of the end of the related Collection Period divided by the
		Note Balance of such Class of Notes as of the Closing Date. The Note Factor
		will be 1.000000 as of the Closing Date; thereafter, the Note Factor will
		decline to reflect reductions in the Note Balance of such Class of
		Notes.
	 

	 
		“Note Owner”
		means, with respect to a Book-Entry Note, the Person who is the beneficial
		owner of such Book-Entry Note, as reflected on the books of the Clearing Agency
		or a Person maintaining an account with such Clearing Agency (directly as a
		Clearing Agency Participant or as an indirect participant, in each case in
		accordance with the rules of such Clearing Agency).
	 

	 
		“Note Register” and “Note Registrar” have the respective meanings set forth in
		Section 2.4 of the Indenture.
	 

	 
		“Noteholder”
		means, as of any date, the Person in whose name a Note is registered on the
		Note Register on such date.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Obligor”
		means, for any Receivable, each Person obligated to pay such Receivable.

	 

	 
		“Officer’s Certificate” means (i) with respect to the Issuer, a
		certificate signed by any Authorized Officer of the Issuer and (ii) with
		respect to the Depositor or the Servicer, a certificate signed by the chairman
		of the board, the president, any executive vice president, any vice president,
		the treasurer, any assistant treasurer or the controller of the Depositor or
		the Servicer, as applicable.
	 

	 
		“Opinion of Counsel” means one or more written opinions of counsel who
		may, except as otherwise expressly provided in the Indenture or any other
		applicable Transaction Document, be employees of or counsel to the Issuer, the
		Servicer, the Depositor or the Administrator, and which opinion or opinions
		comply with any applicable requirements of the Transaction Documents and are in
		form and substance reasonably satisfactory to the recipient(s). Opinions of
		Counsel need address matters of law only and may be based upon stated
		assumptions as to relevant matters of fact.
	 

	 
		“Optional Purchase” has the meaning set forth in Section 8.1 of
		the Sale and Servicing Agreement.
	 

	 
		“Optional Purchase Price” has the meaning set forth in Section 8.1 of
		the Sale and Servicing Agreement.
	 

	 
		“Originator”
		means SunTrust.
	 

	 
		“Other Assets”
		 means any assets (or interests
		therein) (other than the Trust Estate) conveyed or purported to be conveyed by
		the Depositor to another Person or Persons other than the Issuer, whether by
		way of a sale, capital contribution or by virtue of the granting of a
		lien.
	 

	 
		“Outstanding” means, as of any date, all Notes (or all Notes
		of an applicable Class) theretofore authenticated and delivered under the
		Indenture except:
	 

	 
		(i) Notes (or Notes of an applicable Class)
		theretofore cancelled by the Note Registrar or delivered to the Note Registrar
		for cancellation;
	 

	 
		(ii) Notes (or Notes of an applicable Class)
		or portions thereof the payment for which money in the necessary amount has
		been theretofore deposited with the Indenture Trustee or any Paying Agent in
		trust for the related Noteholders (provided, however, that if such Notes are to be redeemed, notice of such
		redemption has been duly given pursuant to the Indenture or provision therefor,
		satisfactory to the Indenture Trustee, has been made); and 
	 

	 
		(iii) Notes (or Notes of an applicable
		Class) in exchange for or in lieu of other Notes (or Notes of such Class) that
		have been authenticated and delivered pursuant to the Indenture unless proof
		satisfactory to the Indenture Trustee is presented that any such Notes are held
		by a bona fide purchaser;
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		provided that in determining whether Noteholders holding the
		requisite Note Balance have given any request, demand, authorization,
		direction, notice, consent, vote or waiver hereunder or under any Transaction
		Document, Notes owned by the Issuer, the Depositor, the Servicer, the
		Administrator or any of their respective Affiliates shall be disregarded and
		deemed not to be Outstanding, except that, in determining whether the Indenture
		Trustee shall be protected in relying upon any such request, demand,
		authorization, direction, notice, consent, vote or waiver, only Notes that a
		Responsible Officer of the Indenture Trustee knows to be so owned shall be so
		disregarded. Notes so owned that have been pledged in good faith may be
		regarded as Outstanding if the pledgee thereof establishes to the satisfaction
		of the Indenture Trustee such pledgee’s right so to act with respect to
		such Notes and that such pledgee is not the Issuer, the Depositor, the
		Servicer, the Administrator or any of their respective Affiliates.
	 

	 
		“Owner Trustee” means
		[                                ],
		a
		[                               ],
		not in its individual capacity but solely as owner trustee under the Trust
		Agreement, and any successor Owner Trustee thereunder.
	 

	 
		“Paying Agent” means the Indenture Trustee or any other Person
		that meets the eligibility standards for the Indenture Trustee set forth in
		Section 6.11 of the Indenture and is authorized by the Issuer to
		make the payments to and distributions from the Principal Distribution Account,
		including the payment of principal of or interest on the Notes on behalf of the
		Issuer.
	 

	 
		“Payment Date” means the 15th day of each calendar month
		beginning
		[                           ]
		20[__]; provided, however,
		whenever a Payment Date would otherwise be a day that is not a Business Day,
		the Payment Date shall be the next Business Day. As used herein, the
		“related” Payment Date with respect to a Collection Period shall be
		deemed to be the Payment Date which immediately follows such Collection
		Period.
	 

	 
		“Payment Default” has the meaning set forth in Section 5.4(a)
		of the Indenture.
	 

	 
		“Permitted Liens” means (a) any liens created by the Transaction
		Documents; (b) any liens for taxes not due and payable or the amount of which
		is being contested in good faith by appropriate proceedings; and (c) any liens
		of mechanics, suppliers, vendors, materialmen, laborers, employees, repairmen
		and other like liens securing obligations which are not due and payable or the
		amount or validity of which is being contested in good faith by appropriate
		proceedings.
	 

	 
		“Person”
		means any individual, corporation, limited liability company, estate,
		partnership, joint venture, association, joint stock company, trust (including
		any beneficiary thereof), unincorporated organization or government or any
		agency or political subdivision thereof.
	 

	 
		“Physical Property” has the meaning specified in the definition of
		“Delivery” above.
	 

	 
		“Pool Balance” means, at any time, the aggregate Principal
		Balance of the Receivables at such time.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Pool Factor” on a Payment Date means a six-digit decimal
		figure equal to the sum of the Pool Balance as of the end of the preceding
		Collection Period divided by the sum of the aggregate Principal Balance of the
		Receivables as of the Cut-Off Date. The Pool Factor will be 1.000000 as of the
		Cut-Off Date; thereafter, the Pool Factor will decline to reflect reductions in
		the Pool Balance.
	 

	 
		“Predecessor Note” means, with respect to any particular Note, every
		previous Note evidencing all or a portion of the same debt as that evidenced by
		such particular Note; provided,
		however, for the purpose of this definition, any Note
		authenticated and delivered under Section 2.5
		of the Indenture in lieu of a mutilated, destroyed, lost or stolen Note shall
		be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
		Note.
	 

	 
		“Principal Balance” means, as of any time, for any Receivable, the
		principal balance of such Receivable under the terms of the Receivable
		determined in accordance with the Customary Servicing Practices. The Principal
		Balance of any Receivable that becomes a Defaulted Receivable will be deemed to
		be zero as of the date it becomes a Defaulted Receivable.
	 

	 
		“Principal Distribution Account” means the account by that name established and
		maintained pursuant to Section
		4.1 of the Sale and Servicing
		Agreement.
	 

	 
		“Proceeding”
		means any suit in equity, action at law or other judicial or administrative
		proceeding.
	 

	 
		“Purchase Agreement” means the Purchase Agreement, dated as of the
		Closing Date, between SunTrust and the Depositor, as amended, modified or
		supplemented from time to time.
	 

	 
		“Purchase Price” has the meaning specified in Section 2.2 of
		the Purchase Agreement.
	 

	 
		“Purchased Assets” has the meaning set forth in Section 2.1 of
		the Purchase Agreement.
	 

	 
		“Rating Agency” means Moody’s, Standard & Poor’s or
		Fitch. 
	 

	 
		“Rating Agency Condition” means, with respect to any event or circumstance
		and each Rating Agency, either (a) written confirmation by such Rating Agency
		that the occurrence of such event or circumstance will not cause such Rating
		Agency to downgrade or withdraw its rating assigned to any of the Notes or (b)
		that such Rating Agency shall have been given notice of such event at least ten
		days prior to the occurrence of such event (or, if ten days’ advance
		notice is impracticable, as much advance notice as is practicable) and such
		Rating Agency shall not have issued any written notice that the occurrence of
		such event will itself cause such Rating Agency to downgrade or withdraw its
		rating assigned to the Notes. 
	 

	 
		“Receivable”
		means any Contract with respect to a new or used automobile or light-duty truck
		which shall appear on the Schedule of Receivables and all Related Security in
		connection therewith which has not been released from the lien of the
		Indenture.
	 

	 
		“Receivable Files” is defined in Section 2.4(a)
		of the Sale and Servicing Agreement.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Record Date” means, unless otherwise specified in any
		Transaction Document, with respect to any Payment Date or Redemption Date, (i)
		for any Definitive Notes and for the Certificates, if any, the close of
		business on the last Business Day of the calendar month immediately preceding
		the calendar month in which such Payment Date or Redemption Date occurs and
		(ii) for any Book-Entry Notes, the close of business on the Business Day
		immediately preceding such Payment Date or Redemption Date.
	 

	 
		“Records”
		means, for any Receivable, all contracts, books, records and other documents or
		information (including computer programs, tapes, disks, software and related
		property and rights, to the extent legally transferable) relating to such
		Receivable or the related Obligor.
	 

	 
		“Redemption Date” means, in the case of a redemption of the Notes
		pursuant to Section 10.1 of the Indenture, the Payment Date specified by the
		Administrator or the Issuer pursuant to Section 10.1 of
		the Indenture.
	 

	 
		“Redemption Price” means an amount equal to the sum of (a) the
		unpaid Note Balance plus (b) accrued and unpaid interest thereon at the
		applicable Interest Rate for the Notes being so redeemed, up to but excluding
		the Redemption Date[, plus (c) all amounts owing to the Swap Counterparty as of
		the Redemption Date].
	 

	 
		“Registered Holder” means the Person in whose name a Note is
		registered on the Note Register on the related Record Date.
	 

	 
		“Regulation AB” means Subpart 229.1100 – Asset Backed
		Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such
		regulation may be amended from time to time and subject to such clarification
		and interpretation as have been provided by the Commission in the adopting
		release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed.
		Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the Commission, or as
		may be provided in writing by the Commission or its staff from time to
		time.
	 

	 
		“Related Security” means, for any Receivable, (i) the security
		interest in the related Financed Vehicle, (ii) any proceeds from claims on any
		Insurance Policy and refunds in connection with extended service agreements
		relating to such Receivable (if such Receivable became a Defaulted Receivable
		after the Cut-Off Date), (iii) any other property securing the Receivables and
		(iv) all proceeds of the foregoing.
	 

	 
		[“Replacement Interest Rate Swap Agreement” means, with respect to any Swap Counterparty, any
		replacement Interest Rate Swap Agreement entered into pursuant to the
		conditions set forth in the Interest Rate Swap Agreement.] 
	 

	 
		[“Replacement Swap Counterparty” means, with respect to any Swap Counterparty, any
		replacement Swap Counterparty under a Replacement Interest Rate Swap Agreement
		that satisfies the conditions set forth in the Interest Rate Swap
		Agreement.]
	 

	 
		“Repurchase Price” means, with respect to any Repurchased
		Receivable, a price equal to the outstanding Principal Balance (calculated
		without giving effect to the last sentence of the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		definition of “Principal Balance”) of such Receivable plus any unpaid accrued
		interest related to such Receivable accrued to and including the end of the
		Collection Period preceding the date that such Repurchased Receivable was
		purchased by SunTrust, the Servicer or the Depositor, as applicable.
	 

	 
		“Repurchased Receivable” means a Receivable purchased by SunTrust pursuant
		to Section 3.3 of the Purchase Agreement, by the Servicer pursuant to
		Section 3.6 of the Sale and Servicing Agreement or by the Depositor
		pursuant to Section 2.3 of the Sale and Servicing Agreement.
	 

	 
		“Required Delivery Date”
		means, for any year, March 30 of such
		year; provided, however, that
		for any year in which the Issuer is not required to file periodic reports under
		the Exchange Act, the “Required Delivery Date” means April 30 of such
		year.
	 

	 
		“Reserve Account” means the segregated trust account designated as
		such, established and maintained pursuant to Section 4.1 of
		the Sale and Servicing Agreement.
	 

	 
		“Reserve Account Deposit Amount” means an amount equal to [__]% of the Initial
		Pool Balance.
	 

	 
		“Reserve Account Draw Amount” means, for any Payment Date, the amount withdrawn
		from the Reserve Account, equal to the lesser of (a) the Available Funds
		Shortfall Amount, if any, for such Payment Date or (b) the amount on deposit in
		the Reserve Account on such Payment Date. In addition, if the sum of the
		amounts in the Reserve Account and the remaining Available Funds after the
		payments under clauses first through
		[seventh] of Section
		4.4(a) of the Sale and Servicing
		Agreement would be sufficient to pay in full the aggregate unpaid Note Balance
		of all of the outstanding Classes of Notes, then the Reserve Account Draw
		Amount will, if so specified by the Servicer in the Servicer’s
		Certificate, include such additional amount as may be necessary to pay all
		Outstanding Notes in full.
	 

	 
		“Reserve Account Excess Amount” means, with respect to any Payment Date, means an
		amount equal to the excess, if any, of (a) the amount of cash or other
		immediately available funds in the Reserve Account on that Payment Date, after
		giving effect to all deposits to and withdrawals from the Reserve Account
		relating to that Payment Date, over (b) the Specified Reserve Account Balance
		with respect to that Payment Date.
	 

	 
		“Residual Interest” means the beneficial ownership interest in the
		Issuer. The Residual Interest shall not be represented by a Certificate except
		upon the request of the Residual Interestholder pursuant to the terms of the
		Trust Agreement.
	 

	 
		“Residual Interestholder” means the owner of the Residual Interest. The
		Depositor shall be the initial Residual Interestholder.
	 

	 
		“Responsible Officer” means, (a) with respect to the Indenture Trustee,
		any officer within the corporate trust department of the Indenture Trustee,
		including any vice president, assistant vice president, assistant secretary,
		assistant treasurer, trust officer or any other officer of the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Indenture Trustee who customarily performs
		functions similar to those performed by the persons who at the time shall be
		such officers, respectively, or to whom any corporate trust matter is referred
		because of such person’s knowledge of and familiarity with the particular
		subject and who, in each case, shall have direct responsibility for the
		administration of the Indenture, (b) with respect to the Owner Trustee, any
		officer within the Corporate Trust Office of the Owner Trustee and having
		direct responsibility for the administration of the Issuer, including any Vice
		President, Assistant Vice President, Assistant Treasurer, Assistant Secretary,
		or any other officer customarily performing functions similar to those
		performed by any of the above designated officers and also, with respect to a
		particular matter, any other officer to whom such matter is referred because of
		such officer’s knowledge of and familiarity with the particular subject
		and (c) with respect to the Servicer or Depositor, any officer of such Person
		having direct responsibility for the transactions contemplated by the
		Transaction Documents, including the President, Treasurer or Secretary or any
		Vice President, Assistant Vice President, Assistant Treasurer, Assistant
		Secretary, or any other officer customarily performing functions similar to
		those performed by any of the above designated officers and also, with respect
		to a particular matter, any other officer to whom such matter is referred
		because of such officer’s knowledge of and familiarity with the particular
		subject.
	 

	 
		“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as
		of the Closing Date, between the Depositor, the Issuer, the Servicer and the
		Indenture Trustee, as the same may be amended, modified or supplemented from
		time to time. 
	 

	 
		“Sarbanes Certification” has the meaning set forth in Section 9.22(b)
		of the Sale and Servicing Agreement.
	 

	 
		“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended,
		modified or supplemented from time to time, and any successor law
		thereto.
	 

	 
		“Schedule of Receivables” means, as the context may require, (i) the
		schedule of Receivables transferred to the Issuer on the Closing Date (attached
		as Schedule I to the Purchase Agreement and as Schedule III to
		the Sale and Servicing Agreement), or (ii) collectively, the schedule of all
		Receivables assigned to the Issuer by the Depositor as of the date of
		determination, with such additions and deletions as properly made pursuant to
		the Transaction Documents.
	 

	 
		“Second Allocation of Principal” means, with respect to any Payment Date, an
		amount equal to the excess, if any, of (a) the Note Balance of the Notes as
		such Payment Date minus the First Allocation of Principal for such Payment
		Date, over (b) [(i)] the Pool Balance as of the end of the related Collection
		Period [minus (ii) the YSOC Amount]; provided,
		however, that the Second Allocation of Principal for any
		Payment Date on and after the Final Scheduled Payment Date for any Class of
		Notes shall not be less than the amount that is necessary to reduce the Note
		Balance of that Class to zero (after the application of the First Allocation of
		Principal). 
	 

	 
		“Securities Act” means the Securities Act of 1933, as
		amended.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		[“Senior Swap Termination Payment” means any Swap Termination Payment owed by the
		Issuer to the Swap Counterparty under the Interest Rate Swap Agreement arising
		due to (a) the failure of the Issuer to make payments due under the
		Interest Rate Swap Agreement, (b) the occurrence of any bankruptcy or
		insolvency event with respect to the Issuer, (c) the illegality of the
		transactions contemplated by the Interest Rate Swap Agreement, (d) any
		redemption, acceleration, auction, clean-up call or other prepayment in full,
		but not in part, of the notes under the Indenture or any Event of Default under
		the Indenture that results in rights or remedies being exercised with respect
		to the Collateral or (e) an amendment by the Issuer or any Affiliate of
		the Issuer of any Transaction Document without the prior consent of the Swap
		Counterparty to the extent that such consent is required under such Transaction
		Document.] 
	 

	 
		“Servicer”
		means SunTrust, initially, and any replacement Servicer appointed pursuant to
		the Sale and Servicing Agreement.
	 

	 
		“Servicer’s Certificate” means the certificate delivered pursuant to
		Section 3.8 of the Sale and Servicing Agreement.
	 

	 
		“Servicer Termination Event” means any one or more of the following that shall
		have occurred and be continuing:
	 

	 
		(a) any failure by the Servicer to deliver
		or cause to be delivered any required payment to the Indenture Trustee for
		distribution to the Noteholders, which failure continues unremedied for five
		Business Days after discovery thereof by a Responsible Officer of the Servicer
		or receipt by the Servicer of written notice thereof from the Indenture Trustee
		or Noteholders evidencing at least 25% of the Controlling Class;
	 

	 
		(b) any failure by the Servicer to duly
		observe or perform in any material respect any other of its covenants or
		agreements in the Sale and Servicing Agreement, which failure materially and
		adversely affects the rights of the Issuer or the Noteholders, and which
		continues unremedied for 90 days after discovery thereof by a Responsible
		Officer of the Servicer or receipt by the Servicer of written notice thereof
		from the Indenture Trustee or Noteholders evidencing at least 25% of the
		Controlling Class; provided,
		however, that no Servicer Termination Event will result from
		the breach by the Servicer of any covenant for which the repurchase of the
		affected Receivable is specified as the sole remedy pursuant to Section 3.6
		of the Sale and Servicing Agreement; or
	 

	 
		(c) the Servicer suffers a Bankruptcy
		Event.
	 

	 
		“Servicing Criteria” shall mean the “servicing criteria” set
		forth in Item 1122(d) of Regulation AB.
	 

	 
		“Servicing Fee” means, for any Payment Date, the product of (A)
		one-twelfth (or, in the case of the first Payment Date, a fraction, the
		numerator of which is the number of days from but not including the Cut-Off
		Date to and including the last day of the first Collection Period and the
		denominator of which is 360), (B) the Servicing Fee Rate and (C) the Pool
		Balance as of the first 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		day of the related Collection Period (or, in
		the case of the first Payment Date, as of the Cut-Off Date). The Servicing Fee
		for the first Payment Date shall be
		$[                          ].

	 

	 
			
				
				   
				

			 	
				
				  “Servicing Fee Rate” means
				  [                          ]%
				  per annum.
				

			 	
				
				   
				

			 

 

	 
		“Simple Interest Method” means the method of calculating interest due on a
		motor vehicle receivable on a daily basis based on the actual outstanding
		principal balance of the receivable on that date.
	 

	 
		“Simple Interest Receivable” means any motor vehicle receivable pursuant to
		which the payments due from the Obligors during any month are allocated between
		interest, principal and other charges based on the actual date on which a
		payment is received and for which interest is calculated using the Simple
		Interest Method.
	 

	 
		“Specified Reserve Account Balance” for any Payment Date means the greater of (a)
		[__]% of the Pool Balance as of the Cut-Off Date and (b) [___]% of the Pool
		Balance as of the last day of the preceding calendar month; provided,
		however, that in no event will the “Specified Reserve
		Account Balance” for a Payment Date exceed the aggregate Note Balance of
		the Class A Notes and the Class B Notes after giving effect to all payments on
		that Payment Date. 
	 

	 
		“Standard & Poor’s” means Standard & Poor’s Ratings
		Services, a division of The McGraw-Hill Companies, Inc., or any successor that
		is a nationally recognized statistical rating organization.
	 

	 
		“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware
		Code, 12 Del. Code § 3801 et seq.
	 

	 
		[“Subordinate Swap Termination Payment” means any Swap Termination Payment owed by the
		Issuer to the Swap Counterparty under the Interest Rate Swap Agreement other
		than a Senior Swap Termination Payment.] 
	 

	 
		“Sub-Servicer” means any Affiliate of the Servicer or any
		sub-contractor to whom any or all duties of the Servicer (including, without
		limitation, its duties as custodian) under the Transaction Documents have been
		delegated in accordance with Section
		6.5 of the Sale and Servicing
		Agreement.
	 

	 
		“SunTrust”
		means SunTrust Bank, a Georgia banking corporation, and its successors and
		assigns.
	 

	 
		“Supplemental Servicing Fees” means any and all (i) late fees, (ii) extension
		fees, (iii) non-sufficient funds charges and (iv) any and all other
		administrative fees or similar charges allowed by applicable law with respect
		to any Receivable.
	 

	 
		[“Swap Collateral Account” means a single, segregated trust account in the
		name of the Indenture Trustee, which shall be designated as the “Swap
		Collateral Account” which shall be held in trust for the benefit of the
		Noteholders established pursuant to Section 4.8(e)
		of the Sale and Servicing Agreement.] 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		[“Swap Counterparty” means the Initial Swap Counterparty and any
		Replacement Swap Counterparty.] 
	 

	 
		[“Swap Payment Date” means the date on which Net Swap Receipts or Net
		Swap Payments, as applicable, are made pursuant to the Interest Rate Swap
		Agreement.] 
	 

	 
		[“Swap Replacement Proceeds” means any amounts received from a Replacement
		Swap Counterparty in consideration for entering into a Replacement Interest
		Rate Swap Agreement for a terminated Interest Rate Swap Agreement.] 
	 

	 
		[“Swap Termination Payment” means payment due to the Swap Counterparty by the
		Issuer or to the Issuer by the Swap Counterparty, including interest that may
		accrue thereon, under the Interest Rate Swap Agreement due to a termination of
		the Interest Rate Swap Agreement due to an “event of default” or
		“termination event” under the Interest Rate Swap Agreement.] 
	 

	 
		[“Swap Termination Payment Account” means a single segregated trust account held in
		the United States in the name of the Indenture Trustee which shall be held in
		trust for the benefit of the Noteholders pursuant to Section 4.8(b)
		of the Sale and Servicing Agreement.]
	 

	 
		“TIA” or
		“Trust Indenture
		Act” means the Trust Indenture Act
		of 1939, as amended and as in force on the date hereof, unless otherwise
		specifically provided.
	 

	 
		“Transaction Documents” means the Indenture, the Notes, the Note
		Depository Agreement, the Sale and Servicing Agreement, the Purchase Agreement,
		the Administration Agreement[, the Initial Swap Agreement] and the Trust
		Agreement, as the same may be amended or modified from time to time.
	 

	 
		“Transferred Assets” means (a) the Purchased Assets, (b) all of the
		Depositor’s rights under the Purchase Agreement and (c) all proceeds of
		the foregoing.
	 

	 
		“Trust Accounts” has the meaning set forth in Section 4.1
		of the Sale and Servicing
		Agreement.
	 

	 
		“Trust Account Property” means the Trust Accounts, all amounts and
		investments held from time to time in any Trust Account (whether in the form of
		deposit accounts, Physical Property, book-entry securities, uncertificated
		securities or otherwise), and all proceeds of the foregoing.
	 

	 
		“Trust Agreement” means the Trust Agreement, dated as of [
		                 ],
		20[__], as amended and restated by the Amended and Restated Trust Agreement
		dated as of the Closing Date, between the Depositor and the Owner Trustee, as
		the same may be amended and supplemented from time to time.
	 

	 
		“Trust Estate” means all money, accounts, chattel paper, general
		intangibles, goods, instruments, investment property and other property of the
		Issuer, including without limitation (i) the Receivables acquired by the Issuer
		under the Sale and Servicing Agreement and all 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Receivable Files, Related Security and
		Collections thereon, (ii) the security interests in the Financed Vehicles,
		(iii) any proceeds from claims on any Insurance Policy and refunds in
		connection with extended service agreements relating to Receivables which
		became Defaulted Receivables after the Cut-Off Date, (iv) any other property
		securing the Receivables, (v) the rights of the Issuer to the funds on deposit
		from time to time in the Trust Accounts and any other account or accounts
		established pursuant to the Indenture or Sale and Servicing Agreement and all
		cash, investment property and other property from time to time credited thereto
		and all proceeds thereof (including investment earnings, net of losses and
		investment expenses, on amounts on deposit therein), (vi) the rights of the
		Depositor, as buyer, under the Purchase Agreement, (vii) rights under the Sale
		and Servicing Agreement [and the Interest Rate Swap Agreement], and (viii) all
		proceeds of the foregoing.
	 

	 
		“UCC” means,
		unless the context otherwise requires, the Uniform Commercial Code as in effect
		in the relevant jurisdiction, as amended from time to time.
	 

	 
		“United States” or “USA” means
		the United States of America (including all states, the District of Columbia
		and political subdivisions thereof).
	 

	 
		[“YSOC Amount” means, with respect to each Payment Date, the product
		of [      ]% and the Pool Balance as of the last
		day of the related Collection Period.]
	 

	 
		The foregoing definitions shall be equally
		applicable to both the singular and plural forms of the defined terms. Unless
		otherwise inconsistent with the terms of this Agreement, all accounting terms
		used herein shall be interpreted, and all accounting determinations hereunder
		shall be made, in accordance with GAAP. Amounts to be calculated hereunder
		shall be continuously recalculated at the time any information relevant to such
		calculation changes.