Indenture



 EXHIBIT 4.2 

 
  

 
 CAPITAL AUTO RECEIVABLES ASSET
TRUST 20    -SN   
 CLASS A-  ASSET BACKED NOTES

 CLASS A-   ASSET BACKED NOTES 

CLASS A-2b [FLOATING RATE] ASSET BACKED NOTES 

CLASS A-2c [FLOATING RATE] ASSET BACKED NOTES 

CLASS A-3a     % ASSET BACKED NOTES 

CLASS A-3b [FLOATING RATE] ASSET BACKED NOTES 

CLASS A-3c [FLOATING RATE] ASSET BACKED NOTES 

CLASS A-4 [FLOATING RATE] ASSET BACKED NOTES 

CLASS B-1     % ASSET BACKED NOTES 

CLASS B-2 [FLOATING RATE] ASSET BACKED NOTES 

CLASS C [FLOATING RATE] ASSET BACKED NOTES 
  

 
 CARAT
INDENTURE 
 Dated as of             ,
20     
  
  

[                    ]

 CARAT INDENTURE TRUSTEE 
  

 
  







 TABLE OF CONTENTS 

 

					
	 	  	 	  	Page
	ARTICLE 1     DEFINITIONS AND RULES OF CONSTRUCTION	  	2
			
	        SECTION 1.1	  	Definitions	  	2
			
	        SECTION 1.2	  	Incorporation by Reference of Trust Indenture Act	  	2
		
	ARTICLE II     THE CARAT 20    -SN   NOTES	  	2
			
	        SECTION 2.1	  	Form	  	2
			
	        SECTION 2.2	  	Execution, Authentication and Delivery	  	3
			
	        SECTION 2.3	  	Temporary Notes	  	4
			
	        SECTION 2.4	  	Registration; Registration of Transfer and Exchange of CARAT 20    -SN   Notes	  	5
			
	        SECTION 2.5	  	Mutilated, Destroyed, Lost or Stolen CARAT 20    -SN   Notes	  	6
			
	        SECTION 2.6	  	Persons Deemed CARAT 20    -SN   Noteholders	  	7
			
	        SECTION 2.7	  	Payment of Principal and Interest	  	8
			
	        SECTION 2.8	  	Cancellation of CARAT 20    -SN   Notes	  	10
			
	        SECTION 2.9	  	Release of Collateral	  	10
			
	        SECTION 2.10	  	Book-Entry Notes	  	10
			
	        SECTION 2.11	  	Notices to Clearing Agency	  	11
			
	        SECTION 2.12	  	Definitive Notes	  	11
			
	        SECTION 2.13	  	Depositor as CARAT 20    -SN   Noteholder	  	12
			
	        SECTION 2.14	  	Tax Treatment	  	12
			
	        SECTION 2.15	  	Special Terms Applicable to Private Notes and Class A-   Notes; Transfer of Beneficial Interest in Private Notes and Class A-   Notes	  	12
		
	 ARTICLE III     COVENANTS
	  	14
			
	        SECTION 3.1	  	Payment of Principal and Interest and Other Amounts	  	14
			
	        SECTION 3.2	  	Maintenance of Agency Office	  	15
			
	        SECTION 3.3	  	Money for Payments To Be Held in Trust	  	15
			
	        SECTION 3.4	  	Existence	  	17
			
	        SECTION 3.5	  	Protection of CARAT Trust Estate; Acknowledgment of Pledge	  	17
			
	        SECTION 3.6	  	Opinions as to CARAT Trust Estate	  	18
			
	        SECTION 3.7	  	Performance of Obligations; Administration of COLT 20    -SN   Secured Notes	  	18

  

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 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	 	  	Page
	        SECTION 3.8	  	Negative Covenants	  	19
			
	        SECTION 3.9	  	Annual Statement as to Compliance	  	20
			
	        SECTION 3.10	  	Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets	  	20
			
	        SECTION 3.11	  	Successor or Transferee	  	22
			
	        SECTION 3.12	  	No Other Business	  	23
			
	        SECTION 3.13	  	No Borrowing	  	23
			
	        SECTION 3.14	  	Guarantees, Loans, Advances and Other Liabilities	  	23
			
	        SECTION 3.15	  	Trust Administrator’s Obligations	  	23
			
	        SECTION 3.16	  	Capital Expenditures	  	23
			
	        SECTION 3.17	  	Restricted Payments	  	23
			
	        SECTION 3.18	  	Notice of Events of Default	  	24
			
	        SECTION 3.19	  	Further Instruments and Acts	  	24
			
	        SECTION 3.20	  	CARAT Indenture Trustee’s Assignment of Administrative Secured Notes and Warranty Secured Notes	  	24
			
	        SECTION 3.21	  	Representations and Warranties by the Issuing Entity to the CARAT Indenture Trustee	  	24
		
	 ARTICLE IV     SATISFACTION AND DISCHARGE
	  	25
			
	        SECTION 4.1	  	Satisfaction and Discharge of CARAT Indenture	  	25
			
	        SECTION 4.2	  	Application of Trust Money	  	26
			
	        SECTION 4.3	  	Repayment of Monies Held by Paying Agent	  	26
			
	        SECTION 4.4	  	Duration of Position of CARAT Indenture Trustee	  	26
		
	 ARTICLE V     DEFAULT AND REMEDIES
	  	27
			
	        SECTION 5.1	  	Events of Default	  	27
			
	        SECTION 5.2	  	Acceleration of Maturity; Rescission and Annulment	  	28
			
	        SECTION 5.3	  	Collection of Indebtedness and Suits for Enforcement by CARAT Indenture Trustee	  	29
			
	        SECTION 5.4	  	Remedies; Priorities	  	31
			
	        SECTION 5.5	  	Optional Preservation of the CARAT Trust Estate	  	32
			
	        SECTION 5.6	  	Limitation of Suits	  	33
			
	        SECTION 5.7	  	Unconditional Rights of CARAT 20    -SN   Noteholders To Receive Principal and Interest	  	34

  

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 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	 	  	Page
	        SECTION 5.8	  	Restoration of Rights and Remedies	  	34
			
	        SECTION 5.9	  	Rights and Remedies Cumulative	  	34
			
	        SECTION 5.10	  	Delay or Omission Not a Waiver	  	34
			
	        SECTION 5.11	  	Control by CARAT 20    -SN   Noteholders	  	34
			
	        SECTION 5.12	  	Waiver of Past Defaults	  	35
			
	        SECTION 5.13	  	Undertaking for Costs	  	35
			
	        SECTION 5.14	  	Waiver of Stay or Extension Laws	  	36
			
	        SECTION 5.15	  	Action on CARAT 20    -SN   Notes	  	36
			
	        SECTION 5.16	  	Performance and Enforcement of Certain Obligations	  	36
		
	 ARTICLE VI     THE CARAT INDENTURE TRUSTEE
	  	37
			
	        SECTION 6.1	  	Duties of CARAT Indenture Trustee	  	37
			
	        SECTION 6.2	  	Rights of CARAT Indenture Trustee	  	39
			
	        SECTION 6.3	  	CARAT Indenture Trustee May Own CARAT 20    -SN   Notes	  	40
			
	        SECTION 6.4	  	CARAT Indenture Trustee’s Disclaimer	  	40
			
	        SECTION 6.5	  	Notice of Default	  	40
			
	        SECTION 6.6	  	Reports by CARAT Indenture Trustee	  	40
			
	        SECTION 6.7	  	Compensation; Indemnity	  	41
			
	        SECTION 6.8	  	Replacement of CARAT Indenture Trustee	  	42
			
	        SECTION 6.9	  	Merger or Consolidation of CARAT Indenture Trustee	  	43
			
	        SECTION 6.10	  	Appointment of Co-CARAT Indenture Trustee or Separate CARAT Indenture Trustee	  	43
			
	        SECTION 6.11	  	Eligibility; Disqualification	  	44
			
	        SECTION 6.12	  	Preferential Collection of Claims Against Issuing Entity	  	44
			
	        SECTION 6.13	  	Representations and Warranties of CARAT Indenture Trustee	  	45
			
	        SECTION 6.14	  	CARAT Indenture Trustee May Enforce Claims Without Possession of CARAT 20    -SN   Notes	  	45
			
	        SECTION 6.15	  	Suit for Enforcement	  	46
			
	        SECTION 6.16	  	Rights of CARAT 20    -SN   Noteholders to Direct CARAT Indenture Trustee	  	46

  

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 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	 	  	Page
	        SECTION 6.17	  	Notification of CARAT 20    -SN   Noteholders Regarding Certain COLT Events; Waivers of Past Defaults; Amendments and Other
Actions	  	46
		
	 ARTICLE VII     CARAT NOTEHOLDERS’ LISTS AND REPORTS
	  	47
			
	        SECTION 7.1	  	Issuing Entity To Furnish CARAT Indenture Trustee Names and Addresses of CARAT 20    -SN   Noteholders	  	47
			
	        SECTION 7.2	  	Preservation of Information, Communications to CARAT 20    -SN   Noteholders	  	47
			
	        SECTION 7.3	  	Reports by Issuing Entity	  	48
			
	        SECTION 7.4	  	Reports by Trustee	  	48
		
	 ARTICLE VIII     ACCOUNTS, DISBURSEMENTS AND RELEASES
	  	49
			
	        SECTION 8.1	  	Collection of Money	  	49
			
	        SECTION 8.2	  	Designated Accounts; Payments	  	49
			
	        SECTION 8.3	  	General Provisions Regarding Accounts	  	51
			
	        SECTION 8.4	  	Release of CARAT Trust Estate	  	51
			
	        SECTION 8.5	  	Opinion of Counsel	  	52
		
	 ARTICLE IX     SUPPLEMENTAL INDENTURES
	  	52
			
	        SECTION 9.1	  	Supplemental Indentures Without Consent of CARAT 20    -SN   Noteholders	  	52
			
	        SECTION 9.2	  	Supplemental Indentures With Consent of CARAT 20    -SN   Noteholders	  	53
			
	        SECTION 9.3	  	Execution of Supplemental Indentures	  	55
			
	        SECTION 9.4	  	Effect of Supplemental Indenture	  	55
			
	        SECTION 9.5	  	Conformity with Trust Indenture Act	  	55
			
	        SECTION 9.6	  	Reference in CARAT 20    -SN   Notes to Supplemental Indentures	  	55
		
	 ARTICLE X     REDEMPTION OF CARAT NOTES
	  	56
			
	        SECTION 10.1	  	Redemption	  	56
			
	        SECTION 10.2	  	Form of Redemption Notice	  	56
			
	        SECTION 10.3	  	CARAT 20    -SN   Notes Payable on Redemption Date	  	57
		
	 ARTICLE XI     MISCELLANEOUS
	  	57
			
	        SECTION 11.1	  	Compliance Certificates and Opinions, etc	  	57

  

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 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	 	  	Page
	         SECTION 11.2
	  	Form of Documents Delivered to CARAT Indenture Trustee	  	59
			
	         SECTION 11.3
	  	Acts of CARAT 20    -SN   Noteholders	  	59
			
	         SECTION 11.4
	  	Notices, etc., to CARAT Indenture Trustee, Issuing Entity and Rating Agencies	  	60
			
	         SECTION 11.5
	  	Notices to CARAT 20    -SN   Noteholders; Waiver	  	61
			
	         SECTION 11.6
	  	Alternate Payment and Notice Provisions	  	61
			
	         SECTION 11.7
	  	Conflict with Trust Indenture Act	  	61
			
	         SECTION 11.8
	  	Effect of Headings and Table of Contents	  	62
			
	         SECTION 11.9
	  	Successors and Assigns	  	62
			
	         SECTION 11.10
	  	Severability	  	62
			
	         SECTION 11.11
	  	Benefits of CARAT Indenture	  	62
			
	         SECTION 11.12
	  	Legal Holidays	  	62
			
	         SECTION 11.13
	  	GOVERNING LAW	  	62
			
	         SECTION 11.14
	  	Counterparts	  	63
			
	         SECTION 11.15
	  	Recording of CARAT Indenture	  	63
			
	         SECTION 11.16
	  	No Recourse	  	63
			
	         SECTION 11.17
	  	No Petition	  	63
			
	         SECTION 11.18
	  	Inspection	  	64
			
	         SECTION 11.19
	  	Indemnification by and Reimbursement of the Trust Administrator	  	64

  

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 Exhibits 
  

			
	Exhibit A	  	Location of Schedule of Receivables
	Exhibit B	  	Form of Note Depository Agreement
	Exhibit C-1	  	Form of Fixed Rate Asset Backed Note
	Exhibit C-2	  	Form of Floating Rate Asset Backed Note
	Exhibit C-3	  	Form of Rule 144A Global Class A-   Note
	Exhibit C-4	  	Form of Temporary Regulation S Global Class A-   Note
	Exhibit C-5	  	Form of Permanent Regulation S Global Class A-   Note
	Exhibit C-6	  	Form of Private Note
	Exhibit D-1	  	Form of Transferor Certificate for Transfers of the Rule 144A Global Class A-   Notes
	Exhibit D-2	  	Form of Transferee Certificate for Transfers of the Rule 144A Global Class A-   Notes
	Exhibit D-3	  	Form of Regulation S Transfer Certificate
	Exhibit D-4	  	Form of Rule 144A Transfer Certificate
	Exhibit D-5	  	Form of Clearing System Certificate
	Exhibit E	  	Rule 144A Certificate
	Exhibit F	  	Form of Certification

  

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 THIS CARAT INDENTURE, dated as of
            , 20    , between CAPITAL AUTO RECEIVABLES ASSET TRUST 20    -SN  , a Delaware statutory trust (the
“Issuer”), and [            ], as indenture trustee and not in its individual capacity (the “CARAT Indenture Trustee”). 

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Secured Parties and the
Holders of the CARAT 20    -SN   Certificates (only to the extent expressly provided herein): 

GRANTING CLAUSE 

The Issuing Entity hereby Grants to the CARAT Indenture Trustee at the Series 20    -SN  
Closing Date, as trustee for the ratable benefit of the Secured Parties (only to the extent expressly provided herein), (a) all right, title and interest of the Issuing Entity in, to and under the COLT
20    -SN   Secured Notes (which COLT 20    -SN   Secured Notes have been issued pursuant to the COLT Indenture and executed by COLT and authenticated by the
COLT Indenture Trustee pursuant to the COLT Indenture) and all monies due thereunder on and after the Series 20    -SN   Closing Date; (b) all right, title and interest of the Issuing Entity in, to
and under the CARAT Basic Documents (including the right of the Issuing Entity to cause CARI to repurchase COLT 20    -SN   Secured Notes under certain circumstances and the rights of the Issuing Entity
under the VAULT Security Agreement); and (c) the present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). 

The foregoing Grant is made in trust to secure the Secured Obligations, equally and ratably without prejudice, priority or distinction,
and to secure compliance with the provisions of this CARAT Indenture, all as provided in this CARAT Indenture. This CARAT Indenture constitutes a security agreement under the UCC. 

The foregoing Grant includes all rights, powers and options (but none of the obligations, if any) of the Issuing Entity under any
agreement or instrument included in the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the COLT
20    -SN   Secured Notes included in the Collateral and all other monies payable under the Collateral, 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 Issuing Entity or otherwise and generally to do and receive anything that the Issuing Entity is or may be entitled to do or receive under or with respect to the Collateral.








 The CARAT Indenture Trustee, as indenture trustee on behalf of the Secured Parties and (only
to the extent expressly provided herein) the CARAT 20    -SN   Certificateholders, acknowledges such Grant and accepts the trusts under this CARAT Indenture in accordance with the provisions of this CARAT
Indenture. 
 ARTICLE I 

DEFINITIONS AND RULES OF CONSTRUCTION 

SECTION 1.1 Definitions. Certain capitalized terms used in this CARAT Indenture shall have the respective meanings assigned them
in Part I of Appendix A to the Trust Sale and Administration Agreement, dated as of the date hereof (as amended from time to time, the “Trust Sale and Administration Agreement”), between the Issuing Entity, CARI and
Ally Financial Inc. (“Ally Financial”). All references in this CARAT Indenture to Articles, Sections, subsections and exhibits are to the same contained in or attached to this CARAT Indenture unless otherwise specified. All terms
defined in this CARAT Indenture shall have the defined meanings when used in any certificate, notice, CARAT 20    -SN   Note or other document made or delivered pursuant hereto unless otherwise defined
therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this CARAT Indenture. 

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

“Commission” means the Securities and Exchange Commission. 

“indenture securities” means the CARAT 20    -SN   Notes. 

“indenture security holder” means a CARAT 20    -SN   Noteholder.

 “indenture to be qualified” means this CARAT Indenture. 

“indenture trustee” means the CARAT Indenture Trustee. 

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

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

THE CARAT 20    -SN   NOTES 

SECTION 2.1 Form. 

(a) Each of the Class A-   Notes, A-   Notes, A-   Notes, together, in each case,
with the CARAT Indenture Trustee’s certificate of authentication, shall be substantially in the 
  

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 form set forth in Exhibit C-1, each of the Class
            Notes, the Class             Notes, the Class
            Notes, the Class             Notes and the Class A-   Notes, together, in each
case, with the CARAT Indenture Trustee’s certificate of authentication shall be substantially in the form set forth in Exhibit C-2, the Rule 144A Global Class A-   Note, together with the CARAT Indenture
Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-3, the Temporary Regulation S Global Class A-   Note, together with the CARAT Indenture Trustee’s certificate
of authentication, shall be substantially in the form set forth in Exhibit C-4, the Permanent Regulation S Global Class A-   Note, together with the CARAT Indenture Trustee’s certificate of authentication, shall be
substantially in the form set forth in Exhibit C-5, and each of the Class A-   Notes and the Class A-   Notes together, in each case, with the CARAT Indenture Trustee’s certificate of
authentication, shall be substantially in the form set forth in Exhibit C-6, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this CARAT Indenture, and each such
CARAT 20    -SN   Note may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized
Officers executing such CARAT 20    -SN   Notes, as evidenced by their execution of the CARAT 20    -SN   Notes. Any portion of the text of any CARAT
20    -SN   Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the CARAT 20    -SN   Note. 

(b) The Class A-   Notes shall be offered (i) to U.S. persons sold in reliance on the exemption from
registration under Rule 144A under the Securities Act (the “Rule 144A Global Class A-   Note”) and (ii) to non-U.S. persons in reliance on Regulation S under the Securities Act (initially, the “Temporary
Regulation S Global Class A-   Note”). After the expiration of the 40-day restricted period specified in Regulation S (the “Exchange Date”), beneficial interests in the Temporary Regulation S Global Note
shall be exchangeable for interests in a corresponding permanent Global certificate (the “Permanent Regulation S Global Class A-   Note”) upon certification of non-U.S. ownership. 

(c) The CARAT 20    -SN   Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such CARAT 20    -SN   Notes, as evidenced by their execution of such
CARAT 20    -SN   Notes. 
 (d) The terms of each class of CARAT
20    -SN   Notes as provided for in Exhibits C-1 through C-6 hereto are part of the terms of this CARAT Indenture. 

SECTION 2.2 Execution, Authentication and Delivery. 

(a) Each CARAT 20    -SN   Note shall be dated the date of its authentication and shall be
issuable as a registered CARAT 20    -SN   Note in the minimum denomination of $1,000 and in integral multiples thereof (except, if applicable, for one CARAT
20    -SN   Note representing a residual portion of each class which may be issued in a different denomination). 

(b) The CARAT 20    -SN   Notes shall be executed on behalf of the Issuing Entity by any of
its Authorized Officers. The signature of any such Authorized Officer on the CARAT 20    -SN   Notes may be manual or facsimile. 

 

 3 








 (c) CARAT 20    -SN   Notes bearing the manual
or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and
delivery of such CARAT 20    -SN   Notes or did not hold such office at the date of such CARAT 20    -SN   Notes. 

(d) The CARAT Indenture Trustee, in exchange for the Grant of the COLT 20    -SN   Secured
Notes and the other Collateral, simultaneously with the Grant to the CARAT Indenture Trustee of the COLT 20    -SN   Secured Notes, and the constructive delivery to the CARAT Indenture Trustee of the COLT
20    -SN   Secured Notes and the other Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity, CARAT 20    -SN  
Notes for original issue in aggregate principal amount of $            in the following classes (i) Class A-   Notes in the aggregate principal amount of
$            , (ii) Class A-   Notes in the aggregate principal amount of $            ,
(iii) Class A-   Notes in the aggregate principal amount of $            and (iv) Class A-   Notes in the aggregate principal amount of
$            , (v) Class A-3a Notes in the aggregate principal amount of $            ,
(vi) Class A-3b Notes in the aggregate principal amount of $            , (vii) Class A-3c Notes in the aggregate principal amount of
$            , (viii) Class A-4 Notes in the aggregate principal amount of $            , (ix) Class B-1
Notes in the aggregate principal amount of $            , (x) Class B-2 Notes in the aggregate principal amount of
$            and (xi) Class C Notes in the aggregate principal amount of $            . 

(e) No CARAT 20    -SN   Notes shall be entitled to any benefit under this CARAT Indenture or
be valid or obligatory for any purpose, unless there appears on such CARAT 20    -SN   Note a certificate of authentication substantially in the form set forth in Exhibit C-1, Exhibit C-2,
Exhibit C-3, Exhibit C-4, Exhibit C-5 or Exhibit C-6, as applicable, executed by the CARAT Indenture Trustee by the manual signature of one of its Authorized Officers, and such certificate upon any CARAT
20    -SN   Note shall be conclusive evidence, and the only evidence, that such CARAT 20    -SN   Note has been duly authenticated and delivered hereunder.

 SECTION 2.3 Temporary Notes. 

(a) Pending the preparation of Definitive Notes, if any, the Issuing Entity may execute, and upon receipt of an Issuing Entity Order the
CARAT Indenture Trustee shall authenticate and deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such
variations as are consistent with the terms of this CARAT Indenture as the Authorized Officers executing such Notes may determine, as evidenced by their execution of such CARAT 20    -SN   Notes.

 (b) If Temporary Notes are issued, the Issuing Entity shall cause Definitive Notes to be prepared without unreasonable delay.
After the preparation of Definitive Notes, the Temporary Notes shall be exchangeable for Definitive Notes upon surrender of the Temporary Notes at the Agency Office of the Issuing Entity to be maintained as provided in Section 3.2, without
charge to the CARAT 20    -SN   Noteholder. Upon surrender for cancellation of any one or more Temporary Notes, the Issuing Entity shall execute and the CARAT Indenture 

 

 4 








 Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits under this CARAT Indenture as Definitive Notes. 

SECTION 2.4 Registration; Registration of Transfer and Exchange of CARAT 20    -SN   Notes.

 (a) The Issuing Entity shall cause to be kept the Note Register, comprising separate registers for each class of CARAT
20    -SN   Notes, in which, subject to such reasonable regulations as the Issuing Entity may prescribe, the Issuing Entity shall provide for the registration of the CARAT
20    -SN   Notes and the registration of transfers and exchanges of the CARAT 20    -SN   Notes. The CARAT Indenture Trustee shall initially be the Note
Registrar for the purpose of registering the CARAT 20    -SN   Notes and transfers of the CARAT 20    -SN   Notes as herein provided. Upon any resignation of any
Note Registrar, the Issuing Entity shall promptly appoint a successor Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note Registrar. 

(b) If a Person other than the CARAT Indenture Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity will give
the CARAT Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The CARAT Indenture Trustee shall have the right to inspect the Note Register at
all reasonable times and to obtain copies thereof. The CARAT Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the CARAT
20    -SN   Noteholders and the principal amounts and number of such CARAT 20    -SN   Notes. 

(c) Upon surrender for registration of transfer of any CARAT 20    -SN   Note at the
Corporate Trust Office of the CARAT Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such CARAT 20    -SN   Notes to the Issuing Entity by
the CARAT Indenture Trustee), the Issuing Entity shall execute, the CARAT Indenture Trustee shall authenticate and the CARAT 20    -SN   Noteholder shall obtain from the CARAT Indenture Trustee, in the
name of the designated transferee or transferees, one or more new CARAT 20    -SN   Notes in any authorized denominations, of a like aggregate principal amount. 

(d) At the option of a CARAT 20    -SN   Noteholder, CARAT
20    -SN   Notes may be exchanged for other CARAT 20    -SN   Notes of the same class in any authorized denominations, of a like aggregate principal amount,
upon surrender of such CARAT 20    -SN   Notes to be exchanged at the Corporate Trust Office of the CARAT Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the
former case, of such CARAT 20    -SN   Notes to the Issuing Entity by the CARAT Indenture Trustee), the Issuing Entity shall execute, and the CARAT Indenture Trustee shall authenticate and the CARAT
20    -SN   Noteholder shall obtain from the CARAT Indenture Trustee, such CARAT 20    -SN   Notes which the CARAT
20    -SN   Noteholder making the exchange is entitled to receive. 
 (e) All CARAT
20    -SN   Notes issued upon any registration of transfer or exchange of other CARAT 20    -SN   Notes shall be the valid obligations of the Issuing Entity,
evidencing the same debt, and entitled to the same benefits under this CARAT Indenture, as the CARAT 20    -SN   Notes surrendered upon such registration of transfer or exchange. 

 

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 (f) Every CARAT 20    -SN   Note presented or
surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the CARAT Indenture Trustee and the Note Registrar, duly executed by the Holder thereof or
such Holder’s attorney-in-fact duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office
of the CARAT Indenture Trustee is located, or by a member firm of a national securities exchange, and such other documents as the CARAT Indenture Trustee may require. 

(g) No service charge shall be made to a Holder for any registration of transfer or exchange of CARAT
20    -SN   Notes, but the Issuing Entity or CARAT Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of CARAT 20    -SN   Notes, other than exchanges pursuant to Sections 2.3 or 9.6 not involving any transfer. 

(h) By acquiring a CARAT 20    -SN   Note or any interest therein, each purchaser and
transferee shall be deemed to represent and warrant that either (A) it is not acquiring the CARAT 20    -SN   Note with the assets of (i) an “Employee Benefit Plan” (as defined in
Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a “Plan” described in Section 4957(e)(1) of the Code that is subject to Section 4975 of the Code, (iii) an entity that is deemed to
hold “Plan Assets” (as defined in Section 3(42) of ERISA and applicable regulations) of any of the foregoing, or (iv) any other plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975
of the Code, or (B) the acquisition and holding of the CARAT 20    -SN   Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
or a violation of any substantially similar applicable law. 
 (i) The preceding provisions of this Section 2.4
notwithstanding, the Issuing Entity shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, of CARAT 20    -SN   Notes: (i) that have been
selected for redemption pursuant to Article X, if applicable; (ii) that are due for repayment within 15 days of submission to the Corporate Trust Office or the Agency Office; or (iii) with respect to any Private Notes or
Class A-   Notes, if Section 2.15 has not been complied with in connection with such transfer. 

SECTION 2.5 Mutilated, Destroyed, Lost or Stolen CARAT 20    -SN   Notes. 

(a) If (i) any mutilated CARAT 20    -SN   Note is surrendered to the CARAT Indenture
Trustee, or the CARAT Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any CARAT 20    -SN   Note, and (ii) there is delivered to the CARAT Indenture
Trustee such security or indemnity as may be required by it to hold the Issuing Entity and the CARAT Indenture Trustee harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar or the CARAT Indenture Trustee that such CARAT
20    -SN   Note has been acquired by a Protected Purchaser, the Issuing Entity shall execute and upon the 
  

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 Issuing Entity’s request the CARAT Indenture Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen CARAT 20    -SN   Note, a replacement CARAT 20    -SN   Note of a like class and aggregate principal
amount; provided, however, that if any such destroyed, lost or stolen CARAT 20    -SN   Note, but not a mutilated CARAT 20    -SN   Note, shall have become or
within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement CARAT 20    -SN   Note, the Issuing Entity may make payment to the Holder of such
destroyed, lost or stolen CARAT 20    -SN   Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof. 

(b) If, after the delivery of a replacement CARAT 20    -SN   Note or payment in respect of a
destroyed, lost or stolen CARAT 20    -SN   Note pursuant to Section 2.5(a), a Protected Purchaser of the original CARAT 20    -SN   Note in lieu of
which such replacement CARAT 20    -SN   Note was issued presents for payment such original CARAT 20    -SN   Note, the Issuing Entity and the CARAT Indenture
Trustee shall be entitled to recover such replacement CARAT 20    -SN   Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement CARAT
20    -SN   Note from the Person to whom such replacement CARAT 20    -SN   Note was delivered; or (iii) any assignee of such Person, except a Protected
Purchaser, and the Issuing Entity and the CARAT Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuing Entity or the CARAT Indenture
Trustee in connection therewith. 
 (c) In connection with the issuance of any replacement CARAT
20    -SN   Note under this Section 2.5, the Issuing Entity may require the payment by the Holder of such CARAT 20    -SN   Note of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the CARAT Indenture Trustee) connected therewith. 

(d) Any duplicate CARAT 20    -SN   Note issued pursuant to this Section 2.5 in
replacement for any mutilated, destroyed, lost or stolen CARAT 20    -SN   Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated,
destroyed, lost or stolen CARAT 20    -SN   Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this CARAT Indenture equally and proportionately with
any and all other CARAT 20    -SN   Notes duly issued hereunder. 
 (e) The
provisions of this Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen CARAT
20    -SN   Notes. 
 SECTION 2.6 Persons Deemed CARAT
20    -SN   Noteholders. Prior to due presentment for registration of transfer of any CARAT 20    -SN   Note, the Issuing Entity, the CARAT Indenture Trustee and any agent
of the Issuing Entity or the CARAT Indenture Trustee may treat the Person in whose name any CARAT 20    -SN   Note is registered (as of the day of determination) as the CARAT
20    -SN   Noteholder for the purpose of receiving payments of principal of and interest on such CARAT 20    -SN   Note and for all other purposes whatsoever,
whether or not such CARAT 20    -SN   Note be overdue, and neither the Issuing Entity, the CARAT Indenture Trustee nor any agent of the Issuing Entity or the CARAT Indenture Trustee shall be affected by
notice to the contrary. 
  

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 SECTION 2.7 Payment of Principal and Interest. 

(a) Interest on each class of CARAT 20    -SN   Notes shall accrue in the manner set forth in
Exhibit C-1 through Exhibit C-6, as applicable for such class, at the applicable Interest Rate for such class and will be due and payable on each Distribution Date in accordance with the priorities set forth in
Section 8.2(c). Any instalment of interest payable on any CARAT 20    -SN   Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity into the
Note Distribution Account on the applicable Distribution Date and shall be paid to the Person in whose name such CARAT 20    -SN   Note (or one or more Predecessor Notes) is registered on the applicable
Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, unless and until Definitive Notes have been issued pursuant to
Section 2.12, with respect to CARAT 20    -SN   Notes registered on the applicable Record Date in the name of the Note Depository (initially, Cede & Co.), payment shall be made by wire
transfer in immediately available funds to the account designated by the Note Depository; provided, further, that with respect to any Private Notes or Class A-   Notes, upon written request of the Holder thereof,
payment shall be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder. 

(b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.2(a) that the CARAT
20    -SN   Notes have become immediately due and payable, the principal of each class of CARAT 20    -SN   Notes shall be payable in full on the Final Scheduled
Distribution Date for such class and, to the extent of funds available therefor, in instalments on the Distribution Dates (if any) preceding the Final Scheduled Distribution Date for such class, in the amounts and in accordance with the priorities
set forth in Section 8.2(c)(ii) or (iii), as applicable. All principal payments on each class of CARAT 20    -SN   Notes on any Distribution Date shall be made pro rata to the CARAT
20    -SN   Noteholders of such class entitled thereto. Any instalment of principal payable on any CARAT 20    -SN   Note shall be punctually paid or duly
provided for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on the applicable Distribution Date and shall be paid to the Person in whose name such CARAT
20    -SN   Note (or one or more Predecessor CARAT 20    -SN   Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid
to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, (A) unless and until Definitive Notes have been issued pursuant to Section 2.12, with respect to CARAT
20    -SN   Notes registered on the Record Date in the name of the Note Depository, payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository
and (B) with respect to any Private Notes or Class A-   Notes, upon written request of the Holder thereof, payment shall be made by wire transfer of immediately available funds to the account designated by such Holder
until further written notice from such Holder or, if no prior written wire transfer instructions have been given to the CARAT Indenture Trustee by such Person, by check mailed to such Person’s address as it appears on the Note Register, except
for, in each case: (i) the final instalment of principal on any CARAT 20    -SN   Note and (ii) the Redemption Price for the 

 

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 CARAT 20    -SN   Notes redeemed pursuant to
Section 10.1, which, in each case, shall be payable as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3.

 (c) From and after the occurrence of a CARAT Event of Default and a declaration in accordance with Section 5.2(a)
that the CARAT 20    -SN   Notes have become immediately due and payable, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), on each Distribution
Date all interest and principal payments shall be allocated in the following order of priority: 
 (i) first, for payment of
interest pro rata on the Class A Notes, the Aggregate Class A Interest Distributable Amount; 
 (ii) second, an
amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior
Distribution Date with respect to the Class A Notes) for payment of principal pro rata on the Class A Notes; 
 (iii)
third, for payment of interest pro rata on the Class B Notes, the Aggregate Class B Interest Distributable Amount; 
 (iv)
fourth, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each
prior Distribution Date with respect to the Class B Notes) for payment of principal pro rata on the Class B Notes; 
 (v)
fifth, for payment of interest pro rata on the Class C Notes, the Aggregate Class C Interest Distributable Amount; and 
 (vi)
sixth, an amount equal to the Note Principal Balance of the Class C Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each
prior Distribution Date with respect to the Class C Notes) for payment of principal pro rata on the Class C Notes. 
 (d) With
respect to any Distribution Date on which the final instalment of principal and interest on a class of CARAT 20    -SN   Notes is to be paid, the CARAT Indenture Trustee on behalf of the Issuing Entity
shall notify each CARAT 20    -SN   Noteholder of record of such class as of the Record Date for such Distribution Date of the fact that the final instalment of principal of and interest on such CARAT
20    -SN   Note is to be paid on such Distribution Date. With respect to any such class of CARAT 20    -SN   Notes (other than in the case of redemption
pursuant to Section 10.2), such notice shall be sent (i) on such Record Date by facsimile, if Book Entry Notes are outstanding; or (ii) not later than three Business Days after such Record Date in accordance with
Section 11.5(a) if Definitive Notes are outstanding, and shall specify that such final instalment shall be payable only upon presentation and surrender of such CARAT 20    -SN   Note and shall
specify the place where such CARAT 20    -SN   Note 
  

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 may be presented and surrendered for payment of such instalment and the manner in which such payment shall
be made. Notices in connection with redemptions of CARAT 20    -SN   Notes shall be mailed to CARAT 20    -SN   Noteholders as provided in
Section 10.2. Within 60 days of the surrender pursuant to this Section 2.7(d) or cancellation pursuant to Section 2.8 of all of the CARAT 20    -SN   Notes of a
particular class, the CARAT Indenture Trustee, if requested, shall provide to the Depositor, who shall promptly deliver to each of the Rating Agencies (if any Rated Notes are outstanding) written notice stating that all CARAT
20    -SN   Notes of such class have been surrendered or canceled. 
 SECTION 2.8
Cancellation of CARAT 20    -SN   Notes. All CARAT 20    -SN   Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to
any Person other than the CARAT Indenture Trustee, be delivered to the CARAT Indenture Trustee and shall be promptly canceled by the CARAT Indenture Trustee. The Issuing Entity may at any time deliver to the CARAT Indenture Trustee for cancellation
any CARAT 20    -SN   Notes previously authenticated and delivered hereunder which the Issuing Entity may have acquired in any manner whatsoever, and all CARAT
20    -SN   Notes so delivered shall be promptly canceled by the CARAT Indenture Trustee. No CARAT 20    -SN   Notes shall be authenticated in lieu of or in
exchange for any CARAT 20    -SN   Notes canceled as provided in this Section 2.8, except as expressly permitted by this CARAT Indenture. All canceled CARAT
20    -SN   Notes may be held or disposed of by the CARAT Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by
an Issuing Entity Order that they be destroyed or returned to it; provided, however, that such Issuing Entity Order is timely and the CARAT 20    -SN   Notes have not been previously disposed
of by the CARAT Indenture Trustee. The CARAT Indenture Trustee shall certify to the Issuing Entity upon request that surrendered CARAT 20    -SN   Notes have been duly canceled and retained or destroyed,
as the case may be. 
 SECTION 2.9 Release of Collateral. The CARAT Indenture Trustee shall release property from the
Lien of this CARAT Indenture other than as permitted by Sections 3.20, 8.2, 8.4 and 11.1, only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate, an Opinion of Counsel (to the extent
required by the TIA) and Independent Certificates in accordance with TIA §§314(c) and 314(d)(1). 
 SECTION 2.10
Book-Entry Notes. Except as set forth in Section 2.15 with respect to the Private Notes, the CARAT 20    -SN   Notes, upon original issuance, shall be issued in the form of a typewritten
CARAT 20    -SN   Note or CARAT 20    -SN   Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the initial Clearing
Agency, or its custodian, by or on behalf of the Issuing Entity. Such CARAT 20    -SN   Note or CARAT 20    -SN   Notes shall be registered on the Note Register
in the name of the Note Depository, and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest in such CARAT 20    -SN   Note, except as provided in
Section 2.12. Unless and until the Definitive Notes have been issued to Note Owners pursuant to Section 2.12: 

(a) the provisions of this Section 2.10 shall be in full force and effect; 

(b) the Note Registrar and the CARAT Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this CARAT
Indenture (including the payment of principal of and interest on such CARAT 20    -SN   Notes and the giving of instructions or directions hereunder) as the sole Holder of such CARAT
20    -SN   Notes and shall have no obligation to the Note Owners; 
  

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 (c) to the extent that the provisions of this Section 2.10 conflict with any
other provisions of this CARAT Indenture, the provisions of this Section 2.10 shall control; 
 (d) the rights of
the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such CARAT 20    -SN   Note Owners and the Clearing Agency and/or
the Clearing Agency Participants; unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit
payments of principal of and interest on such CARAT 20    -SN   Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and 

(e) whenever this CARAT Indenture requires or permits actions to be taken based upon instructions or directions of Holders of CARAT
20    -SN   Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Class the Clearing Agency shall be deemed to represent such percentage only to the extent that (i) it
has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the CARAT
20    -SN   Notes; or (ii) the CARAT Indenture Trustee has received such direction from the Note Owners directly. 

SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other communication to the CARAT
20    -SN   Noteholders is required under this CARAT Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the CARAT Indenture Trustee
shall give all such notices and communications specified herein to be given to CARAT 20    -SN   Noteholders to the Clearing Agency and shall have no other obligation to the Note Owners. 

SECTION 2.12 Definitive Notes. If (i) the Trust Administrator advises the CARAT Indenture Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Issuing Entity is unable to locate a qualified successor; (ii) the Trust Administrator, at its option, advises the CARAT
Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) after the occurrence of a CARAT Event of Default or a Trust Administrator Default, Note Owners representing beneficial
interests aggregating at least a majority of the Outstanding Amount of the Controlling Class advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the
Note Owners, then the Clearing Agency shall notify all Note Owners and the CARAT Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the CARAT
Indenture Trustee of the typewritten CARAT 20    -SN   Note or CARAT 20    -SN   Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuing Entity shall execute and the CARAT Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuing Entity, the Note Registrar or the
CARAT Indenture Trustee shall be liable for any delay in delivery of such instructions and 
  

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 may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of
Definitive Notes, the CARAT Indenture Trustee shall recognize the Holders of the Definitive Notes as CARAT 20    -SN   Noteholders. 

SECTION 2.13 Depositor as CARAT 20    -SN   Noteholder. The Depositor in its individual or any other
capacity may become the owner or pledgee of CARAT 20    -SN   Notes of any class and may otherwise deal with the Issuing Entity or its affiliates with the same rights it would have if it were not the
Depositor. 
 SECTION 2.14 Tax Treatment. The Depositor and the CARAT Indenture Trustee, by entering into this CARAT
Indenture, and the CARAT 20    -SN   Noteholders, by acquiring any CARAT 20    -SN   Note or interest therein, (i) express their intention that the CARAT
20    -SN   Notes qualify under applicable tax law as indebtedness secured by the Collateral, and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the CARAT
20    -SN   Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed
upon, measured by or based upon gross or net income. 
 SECTION 2.15 Special Terms Applicable to Private Notes and
Class A-   Notes; Transfer of Beneficial Interest in Private Notes and Class A-   Notes. 

(a) None of the Private Notes or Class A-   Notes have been or will be registered under the Securities Act of 1933,
as amended (the “Securities Act”), or the securities laws of any other jurisdiction. Consequently, the Private Notes and Class A-   Notes are not transferable other than pursuant to an exemption from the
registration requirements of the Securities Act and satisfaction of certain other provisions specified herein. The Private Notes or Class A-   Notes or any interest therein are being sold in a private placement on the date
hereof. 
 (b) Thereafter, no further sale, pledge or other transfer of 

 

	 	(I)	any Private Note (or interest therein) may be made by any person unless either (i) such sale, pledge or other transfer is made to a “qualified institutional
buyer” that executes a certificate, in the form attached hereto as Exhibit E or otherwise in form and substance satisfactory to the CARAT Indenture Trustee and the Seller, to the effect that (A) it is a “qualified institutional
buyer” as defined under Rule 144A under the Securities Act, acting for its own account or the accounts of other “qualified institutional buyers” as defined under Rule 144A under the Securities Act, and (B) it is aware that the
transferor of such Private Notes intends to rely on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act, or (ii) such sale, pledge or other transfer is otherwise made in a
transaction exempt from the registration requirements of the Securities Act, in which case (A) the CARAT Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the CARAT Indenture Trustee
and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to 

  

 12 









	 	    	the CARAT Indenture Trustee and the Seller, and (B) the CARAT Indenture Trustee shall require a written opinion of counsel (which will not be at the expense of the
Seller, the Trust Administrator or the CARAT Indenture Trustee) satisfactory to the Seller and the CARAT Indenture Trustee to the effect that such transfer will not violate the Securities Act, or 


 

	 	(II)	any Class A-   Note (or interest therein) may be made by any person unless either (i) such sale, pledge or other transfer is made to a
“qualified institutional buyer” that delivers any necessary certifications pursuant to Section 2.15(d) or (e) and that (A) is a “qualified institutional buyer” as defined under Rule 144A under the
Securities Act, acting for its own account or the accounts of other “qualified institutional buyers” as defined under Rule 144A under the Securities Act, and (B) it is aware that the transferor of such Class A-  
Notes intends to rely on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act, (ii) such sale, pledge or other transfer occurs outside of the United States to a non-U.S. Person in
accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that Person delivers any necessary certifications pursuant to Section 2.15(d) or (e), or (iii) such sale, pledge or other transfer is otherwise
made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the CARAT Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the CARAT
Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the CARAT Indenture Trustee and the Seller, and (B) the CARAT Indenture Trustee shall require a
written opinion of counsel (which will not be at the expense of the Seller, the Trust Administrator or the CARAT Indenture Trustee) satisfactory to the Seller and the CARAT Indenture Trustee to the effect that such transfer will not violate the
Securities Act. 

 Neither the Seller nor the CARAT Indenture Trustee will register any of the Private Notes or the
Class A-   Notes under the Securities Act, qualify any of the Private Notes or the Class A-   Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.
The Private Notes shall be issued in the form of Definitive Notes and shall be in fully registered form. Sections 2.10, 2.11 and 2.12 of this CARAT Indenture shall not apply to the Private Notes. 

(c) Each Private Note shall bear a legend to the effect set forth in clause (I) of Section 2.15(b) above, and
each Class A-   Note shall bear a legend to the effect set forth in clause (II) of Section 2.15(b) above. 

(d) If a transfer of a beneficial interest held by the related transferor in the form of a Rule 144A Global
Class A-   Note to be held by the related transferee in the form of a Rule 144A Global Class A-   Note is to be made without registration under the Securities Act (other than in connection with the initial
issuance thereof or a transfer thereof by the Depositor or 
  

 13 








 one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives
(and upon receipt, may conclusively rely upon) a certificate from the CARAT 20    -SN   Noteholder desiring to effect such transfer substantially in the form attached as Exhibit D-1 hereto and a
certificate from such CARAT 20    -SN   Noteholder’s prospective transferee substantially in the form attached as Exhibit D-2 hereto. If a transfer of a beneficial interest held by the related
transferor in the form of a Rule 144A Global Class A-   Note to be held by the related transferee in the form of a Temporary Regulation S Global Class A-   Note, on or prior to the Exchange Date, or a
Permanent Regulation S Global Class A-   Note, after the Exchange Date, is to be made without registration under the Securities Act, then the Note Registrar shall refuse to register such transfer unless it receives (and upon
receipt may conclusively rely upon) a certificate substantially in the form of Exhibit D-3 hereto (a “Regulation S Transfer Certificate”) from the CARAT 20    -SN   Noteholder
desiring to effect such transfer or such other certification reasonably acceptable to the Seller and the Note Registrar, in either case to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S and that,
if such transfer occurs on or prior to the Exchange Date, the interest transferred will be held immediately thereafter through Euroclear or Clearstream. 

(e) If any transfer of a beneficial interest held by the related transferor in the form of a Temporary Regulation S Global
Class A-   Note or a Permanent Regulation S Global Class A-   Note is to be made without registration under the Securities Act, then the Note Registrar shall refuse to register such transfer unless it
receives (and upon receipt may conclusively rely upon) (i) in the case of a transfer to a transferee that takes delivery in the form of a beneficial interest in a Rule 144A Global Class A-   Note, a certificate from the
CARAT 20    -SN   Noteholder desiring to effect such transfer substantially in the form of Exhibit D-4 hereto (a “Rule 144A Transfer Certificate”) or such other certification
reasonably acceptable to the Seller and the Note Registrar; and (ii) in the case of a transferee that takes delivery, in the form of a beneficial interest in a Temporary Regulation S Global Class A-   Note, on or prior to
the Exchange Date, or a Permanent Regulation S Global Class A-   Note, after the Exchange Date, a Regulation S Transfer Certificate from the CARAT 20    -SN   Noteholder desiring to
effect such transfer or such other certification reasonably acceptable to the Seller and the Note Registrar, in either case to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S and that, if such transfer
occurs on or prior to the Exchange Date, the interest transferred will be held immediately thereafter through Euroclear or Clearstream. A beneficial interest in the Class A-   Notes held by the related transferor in the form of
a Temporary Regulation S Global Class A-   Note may be exchanged, only on or after the Exchange Date, for a beneficial interest held by the related transferor in the form of a Permanent Regulation S Global
Class A-   Note, upon delivery to the Note Registrar of a certification substantially in the form of Exhibit D-5 hereto (a “Clearing System Certificate”). 

ARTICLE III 

COVENANTS 

SECTION 3.1 Payment of Principal and Interest and Other Amounts. The Issuing Entity shall duly and punctually pay the principal of
and interest on the CARAT 20    -SN   Notes in accordance with the CARAT 20    -SN   Notes and this CARAT Indenture. On each Distribution Date and on the
Redemption Date (if applicable), the Issuing Entity shall cause amounts on deposit in the Note Distribution Account to be distributed to the CARAT 20    -SN   

 

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 Noteholders in accordance with Sections 2.7 and 8.2, less amounts properly withheld under the
Code by any Person from a payment to any CARAT 20    -SN   Noteholder of interest and/or principal. Any amounts so withheld shall be considered as having been paid by the Issuing Entity to such CARAT
20    -SN   Noteholder for all purposes of this CARAT Indenture. 
 SECTION 3.2
Maintenance of Agency Office. As long as any of the CARAT 20    -SN   Notes remains outstanding, the Issuing Entity shall maintain in the Borough of Manhattan, the City of New York, an office (the
“Agency Office”), being an office or agency where CARAT 20    -SN   Notes may be surrendered to the Issuing Entity for registration of transfer or exchange, and where notices and demands to or
upon the Issuing Entity in respect of the CARAT 20    -SN   Notes and this CARAT Indenture may be served. The Issuing Entity hereby initially appoints the CARAT Indenture Trustee to serve as its agent for
the foregoing purposes. The Issuing Entity shall give prompt written notice to the CARAT Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time the Issuing Entity shall fail to maintain any such
office or agency or shall fail to furnish the CARAT Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the CARAT Indenture Trustee, and the Issuing Entity hereby
appoints the CARAT Indenture Trustee as its agent to receive all such surrenders, notices and demands. 
 SECTION 3.3 Money
for Payments To Be Held in Trust. 
 (a) As provided in Section 8.2(a) and (b), all payments of amounts
due and payable with respect to any CARAT 20    -SN   Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 8.2(c) shall be made on behalf of
the Issuing Entity by the CARAT Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of CARAT 20    -SN   Notes shall be paid over to
the Issuing Entity except as provided in this Section 3.3. 
 (b) On or before each Distribution Date or the
Redemption Date (if applicable), the Issuing Entity shall deposit or cause to be deposited in the Note Distribution Account pursuant to Section 4.05 of the Trust Sale and Administration Agreement an aggregate sum sufficient to pay the
amounts then becoming due with respect to the CARAT 20    -SN   Notes, such sum to be held in trust for the benefit of the Persons entitled thereto. 

(c) The Issuing Entity shall cause each Paying Agent other than the CARAT Indenture Trustee to execute and deliver to the CARAT Indenture
Trustee an instrument in which such Paying Agent shall agree with the CARAT Indenture Trustee (and if the CARAT Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying
Agent shall: 
 (i) hold all sums held by it for the payment of amounts due with respect to the CARAT
20    -SN   Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as
herein provided; 
 (ii) give the CARAT Indenture Trustee notice of any default by the Issuing Entity (or any other obligor
upon the CARAT 20    -SN   Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the CARAT 20    -SN   Notes;

  

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 (iii) at any time during the continuance of any such default, upon the written request of
the CARAT Indenture Trustee, forthwith pay to the CARAT Indenture Trustee all sums so held in trust by such Paying Agent; 

(iv) immediately resign as a Paying Agent and forthwith pay to the CARAT Indenture Trustee all sums held by it in trust for the payment
of CARAT 20    -SN   Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and 

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

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

(e) Subject to applicable laws with respect to escheat of funds, any money held by the CARAT Indenture Trustee or any Paying Agent in
trust for the payment of any amount due with respect to any CARAT 20    -SN   Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and
be paid to the Issuing Entity on Issuing Entity Request; and the Holder of such CARAT 20    -SN   Note shall thereafter, as an unsecured general creditor, look only to the Issuing Entity for payment
thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the CARAT Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the
CARAT Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each
Business Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining shall be paid to the Issuing Entity. The CARAT Indenture Trustee may also adopt and employ, at the expense of the Issuing Entity, any other reasonable means of notification of such payment (including, but not limited to, mailing
notice of such payment to Holders whose CARAT 20    -SN   Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is
determinable from the records of the CARAT Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder). 
  

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 SECTION 3.4 Existence. The Issuing Entity shall keep in full effect its existence,
rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuing Entity hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which
case the Issuing Entity shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this CARAT Indenture, the CARAT 20    -SN   Notes, the Collateral and each other instrument or agreement included in the CARAT Trust Estate.

 SECTION 3.5 Protection of CARAT Trust Estate; Acknowledgment of Pledge. 

(a) The Issuing Entity shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute,
as applicable, and deliver all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: 

(i) maintain or preserve the Lien (and the priority thereof) of this CARAT Indenture or carry out more effectively the purposes hereof,
including by making the necessary filings of financing statements or amendments thereto within sixty days after the occurrence of any of the following and by promptly notifying the CARAT Indenture Trustee of any such filings: (A) any change in
the Issuing Entity’s true legal name or any of its trade names, (B) any change in the location of the Issuing Entity’s jurisdiction of organization, (C) any merger or consolidation or other change in the Issuing Entity’s
identity or organizational structure or jurisdiction of organization or jurisdiction in which the Issuing Entity is located for purposes of the UCC and (D) any other change or occurrence that would make any financing statement or amendment
thereto seriously misleading within the meaning of the UCC. 
 (ii) perfect, publish notice of or protect the validity of any
Grant made or to be made by this CARAT Indenture and the priority thereof; 
 (iii) enforce the rights of the CARAT Indenture
Trustee and the CARAT 20    -SN   Noteholders in any of the Collateral; or 
 (iv)
preserve and defend title to the CARAT Trust Estate and the rights of the CARAT Indenture Trustee and the Secured Parties in such CARAT Trust Estate against the claims of all persons and parties, 

and the Issuing Entity hereby designates the CARAT Indenture Trustee its agent and attorney-in-fact to authorize and/or execute any financing statement,
continuation statement or other instrument required by the CARAT Indenture Trustee pursuant to this Section 3.5. 

(b) The Issuing Entity hereby authorizes the CARAT Indenture Trustee to file all financing statements, continuation statements or other
instruments naming the Issuing Entity as debtor that are necessary or advisable to perfect, make effective or continue the Lien of this CARAT Indenture, and authorizes the CARAT Indenture Trustee to take any such action without its signature.

  

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 SECTION 3.6 Opinions as to CARAT Trust Estate. 

(a) On the Series 20    -SN   Closing Date, the Issuing Entity shall furnish to the CARAT
Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this CARAT Indenture, any indentures supplemented hereto and any other requisite
documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this CARAT Indenture and reciting the details of such action,
or stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. 
 (b) On or before
March 15 in each calendar year, beginning March 15, 20__, the Issuing Entity shall furnish to the CARAT Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to
the recording, filing, re-recording and refiling of this CARAT Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation
statements as is necessary to maintain the Lien created by this CARAT Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this CARAT Indenture.
Such Opinion of Counsel shall also describe the recording, filing, re-recording and refilling of this CARAT Indenture, any indentures supplemented hereto and any other requisite documents and the authorization, execution and filing of any financing
statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this CARAT Indenture until March 15 in the following calendar year. 

SECTION 3.7 Performance of Obligations; Administration of COLT 20    -SN   Secured Notes.

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

(c) The Issuing Entity shall punctually perform and observe all of its obligations and agreements contained in this CARAT Indenture, the
other CARAT Basic Documents and in the instruments and agreements included in the CARAT Trust Estate, 
  

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 including filing or causing to be filed all UCC financing statements and continuation statements required to
be filed by the terms of this CARAT Indenture, the Trust Sale and Administration Agreement and the Pooling and Administration Agreement in accordance with and within the time periods provided for herein and therein. 

(d) If the Issuing Entity shall have knowledge of the occurrence of a Trust Administrator Default under the Trust Sale and Administration
Agreement, the Issuing Entity shall promptly notify the CARAT Indenture Trustee and the Rating Agencies and shall specify in such notice the response or action, if any, the Issuing Entity has taken or is taking with respect to such default. If a
Trust Administrator Default shall arise from the failure of the Trust Administrator to perform any of its duties or obligations under this CARAT Indenture, the Trust Sale and Administration Agreement or the Pooling and Administration Agreement with
respect to the COLT 20    -SN   Secured Notes, the Issuing Entity and the CARAT Indenture Trustee shall take all reasonable steps available to them pursuant to this CARAT Indenture (with respect to the
CARAT Indenture Trustee, in accordance with Section 6.21(f) of this CARAT Indenture), the Trust Sale and Administration Agreement and the Pooling and Administration Agreement to remedy such failure. 

(e) Without derogating from the absolute nature of the assignment granted to the CARAT Indenture Trustee under this CARAT Indenture or
the rights of the CARAT Indenture Trustee hereunder, the Issuing Entity agrees that it shall not, without the prior written consent of the CARAT Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Controlling
Class, as applicable in accordance with the terms of this CARAT Indenture, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any
Collateral or any of the CARAT Basic Documents, or waive timely performance or observance by the Trust Administrator or the Depositor under the Trust Sale and Administration Agreement or the Pooling and Administration Agreement or Ally Financial
under the Pooling and Administration Agreement. 
 SECTION 3.8 Negative Covenants. So long as any CARAT
20    -SN   Notes are Outstanding, the Issuing Entity shall not: 
 (a) sell,
transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, except the Issuing Entity may cause the Trust Administrator to (i) sell or otherwise dispose of Warranty Secured Notes and Administrative Secured
Notes, (ii) make cash payments out of the Designated Accounts and the Certificate Distribution Account and (iii) take other actions, in each case as permitted by the CARAT Basic Documents; 

(b) claim any credit on, or make any deduction from the principal or interest payable in respect of the CARAT
20    -SN   Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former CARAT
20    -SN   Noteholder by reason of the payment of any taxes levied or assessed upon any part of the CARAT Trust Estate; 

(c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an
order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or 

 

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 (d) either (i) permit the validity or effectiveness of this CARAT Indenture or any
other CARAT Basic Document to be impaired, or permit the Lien of this CARAT Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the
CARAT 20    -SN   Notes under this CARAT Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this CARAT Indenture) to be created on or extend to or
otherwise arise upon or burden the CARAT Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens and any other Liens that arise by operation of law, in each case on a Vehicle and arising solely as a
result of an action or omission of the related Lessee), or (iii) permit the Lien of this CARAT Indenture not to constitute a valid first priority perfected security interest in the CARAT Trust Estate (other than tax liens and any other Liens
that arise by operation of law, in each case on a Vehicle and arising solely as a result of an action or omission of the related Lessee). 

SECTION 3.9 Annual Statement as to Compliance. The Issuing Entity shall deliver to the CARAT Indenture Trustee on or before
March 15 of each year, beginning March 15, 20    , an Officer’s Certificate signed by an Authorized Officer, dated as of December 31 of the immediately preceding year, in each case stating that:

 (a) a review of the activities of the Issuing Entity during the preceding 12-month period (or, with respect to the first such
Officer’s Certificate, such period as shall have elapsed since the Series 20    -SN   Closing Date to the date of the Officer’s Certificate) and of performance under this CARAT Indenture has been
made under such Authorized Officer’s supervision; and 
 (b) to the best of such Authorized Officer’s knowledge, based
on such review, the Issuing Entity has fulfilled all of its obligations under this CARAT Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such
Authorized Officer and the nature and status thereof. A copy of such certificate may be obtained by any CARAT 20    -SN   Noteholder by a request in writing to the Issuing Entity addressed to the Corporate
Trust Office of the CARAT Indenture Trustee. 
 SECTION 3.10 Consolidation, Merger, etc., of Issuing Entity; Disposition of
Trust Assets. 
 (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: 

(i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and
existing under the laws of the United States of America, or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the CARAT Indenture Trustee, in form satisfactory to the CARAT Indenture Trustee, the
due and timely payment of the principal of and interest on all CARAT 20    -SN   Notes and the performance or observance of every agreement and covenant of this CARAT Indenture on the part of the Issuing
Entity to be performed or observed, all as provided herein; 
  

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

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


 

	 	(B)	that such consolidation or merger and such supplemental indenture shall have no material adverse tax consequence to the Issuing Entity or any Financial Party; and


  

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


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

(i) the Person that acquires such properties or assets of the Issuing Entity (1) shall be a United States citizen or a Person
organized and existing under the laws of the United States of America or any State and (2) by an indenture supplemental hereto, executed and delivered to the CARAT Indenture Trustee, in form satisfactory to the CARAT Indenture Trustee:

  

	 	(A)	expressly assumes the due and punctual payment of the principal of and interest on all CARAT 20    -SN   Notes and the
performance or observance of every agreement and covenant of this CARAT Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein or therein; 


 

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

  

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	 	(C)	unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss,
liability or expense arising under or related to this CARAT Indenture and the CARAT 20    -SN   Notes; and 

  

	 	(D)	expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person)
required by the Exchange Act in connection with the CARAT 20    -SN   Notes; 


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

 (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person; 

(iv) any action as is necessary to maintain the Lien created by this CARAT Indenture shall have been taken; and 

(v) the Issuing Entity shall have delivered to the CARAT Indenture Trustee an Officer’s Certificate and an Opinion of Counsel
addressed to the Issuing Entity, each stating that: 
  

	 	(A)	such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10; 


 

	 	(B)	such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax consequence to the Trust or to any Financial
Parties; and 

  

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


 SECTION 3.11 Successor or Transferee. 

(a) Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity under this CARAT Indenture and the other CARAT Basic Documents with the
same effect as if such Person had been named as the Issuing Entity herein. 
 (b) Upon a conveyance or transfer of substantially
all the assets and properties of the Issuing Entity pursuant to Section 3.10(b), the Issuing Entity shall be released from every covenant and agreement of this CARAT Indenture and the other CARAT Basic Documents to be observed or
performed on the part of the Issuing Entity with respect to the CARAT 20    -SN   Notes immediately upon the delivery of written notice to the CARAT Indenture Trustee from the Person acquiring such assets
and properties stating that the Issuing Entity is to be so released. 
  

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 SECTION 3.12 No Other Business. The Issuing Entity shall not engage in any business
or activity other than acquiring, holding and managing the Collateral and the proceeds therefrom in the manner contemplated by the CARAT Basic Documents, issuing the CARAT 20    -SN   Notes and the CARAT
20    -SN   Certificates, making payments on the CARAT 20    -SN   Notes and the CARAT 20    -SN   Certificates and
such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement. 

SECTION 3.13 No Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the CARAT 20    -SN   Notes or otherwise in accordance with the CARAT Basic Documents.

 SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this CARAT Indenture or the
other CARAT Basic Documents, the Issuing Entity shall not make any loan or advance of credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or
capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any
stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. 

SECTION 3.15 Trust Administrator’s Obligations. The Issuing Entity shall use its best efforts to cause the Trust
Administrator to comply with its obligations under Section 3.07 of the Pooling and Administration Agreement and Sections 4.01 and 4.02 of the Trust Sale and Administration Agreement. 

SECTION 3.16 Capital Expenditures. The Issuing Entity shall not make any expenditure (whether by long-term or operating lease or
otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the COLT 20    -SN   Secured Notes and other property and rights from the Depositor pursuant to the
Trust Sale and Administration Agreement. 
 SECTION 3.17 Restricted Payments. Except for payments of principal or
interest on or redemption of the CARAT 20    -SN   Notes, so long as any CARAT 20    -SN   Notes are Outstanding, the Issuing Entity shall not, directly or
indirectly: 
 (a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, to the CARAT Owner Trustee or any owner of a beneficial interest in the Issuing Entity or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Issuing Entity
or to the Trust Administrator; 
 (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity
interest or similar security; or 
 (c) set aside or otherwise segregate any amounts for any such purpose; 

 

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 provided, however, that the Issuing Entity may make, or cause to be made, distributions to the
Trust Administrator, the Depositor, the CARAT Indenture Trustee, the CARAT Owner Trustee, and the Financial Parties as permitted by, and to the extent funds are available for such purpose under, the Trust Sale and Administration Agreement, the Trust
Agreement or the other CARAT Basic Documents. The Issuing Entity shall not, directly or indirectly, make payments to or distributions from the CARAT Collection Account except in accordance with the CARAT Basic Documents. 

SECTION 3.18 Notice of Events of Default. The Issuing Entity agrees to give the CARAT Indenture Trustee and the Rating Agencies
prompt written notice of each CARAT Event of Default, COLT Event of Default, each Trust Administrator Default, each default on the part of the Depositor or the Trust Administrator of its respective obligations under the Trust Sale and Administration
Agreement and each default on the part of Ally Financial or the Trust Administrator of its respective obligations under the Pooling and Administration Agreement. 

SECTION 3.19 Further Instruments and Acts. Upon request of the CARAT Indenture Trustee, the Issuing Entity shall execute and
deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this CARAT Indenture. 

SECTION 3.20 CARAT Indenture Trustee’s Assignment of Administrative Secured Notes and Warranty Secured Notes. Upon receipt of
the Administrative Purchase Payment or the Warranty Payment with respect to an Administrative Secured Note or a Warranty Secured Note, as the case may be, the CARAT Indenture Trustee shall assign, without recourse, representation or warranty, to the
Trust Administrator or the Warranty Purchaser, as the case may be, all the CARAT Indenture Trustee’s right, title and interest in and to such repurchased COLT 20    -SN   Secured Note; the collateral
therefor and the related rights assigned thereunder; such assignment being an assignment outright and not for security; and the Trust Administrator or the Warranty Purchaser, as applicable, shall thereupon own such COLT
20    -SN   Secured Note, and all such security and documents, free of any further obligation to the CARAT Indenture Trustee, the CARAT 20    -SN   Noteholders
or the CARAT 20    -SN   Certificateholders with respect thereto. If in any enforcement suit or legal proceeding it is held that the Trust Administrator may not enforce a COLT
20    -SN   Secured Note on the ground that it is not a real party in interest or a holder entitled to enforce the COLT 20    -SN   Secured Note, the CARAT
Indenture Trustee shall, at the Trust Administrator’s expense, take such steps as the Trust Administrator requests in writing and deems necessary to enforce the COLT 20    -SN   Secured Note,
including bringing suit in the CARAT Indenture Trustee’s name or the names of the CARAT 20    -SN   Noteholders or, pursuant to Section 4.4, the CARAT
20    -SN   Certificateholders. 
 SECTION 3.21 Representations and Warranties by
the Issuing Entity to the CARAT Indenture Trustee. The Issuing Entity hereby represents and warrants to the CARAT Indenture Trustee as follows as of the Closing Date: 

(a) Good Title. No COLT 20    -SN   Secured Note has been sold, transferred, assigned
or pledged by the Issuing Entity to any Person other than the CARAT Indenture Trustee; immediately prior to the conveyance of the COLT 20    -SN   Secured Notes pursuant to 

 

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 this CARAT Indenture, the Issuing Entity had good and marketable title thereto, free of any Lien; and, upon
execution and delivery of this CARAT Indenture by the Issuing Entity, the CARAT Indenture Trustee shall have all of the right, title and interest of the Issuing Entity in, to and under the COLT 20    -SN  
Secured Notes, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien. The Issuing Entity has caused COLT to have the COLT 20    -SN   Secured Notes registered in
the name of the CARAT Indenture Trustee. 
 (b) All Filings Made. All filings (including UCC filings) necessary in any
jurisdiction to give the CARAT Indenture Trustee a first priority perfected security interest in the COLT 20    -SN   Secured Notes shall have been made. 

ARTICLE IV 

SATISFACTION AND DISCHARGE 

SECTION 4.1 Satisfaction and Discharge of CARAT Indenture. This CARAT Indenture shall cease to be of further effect with respect
to the CARAT 20    -SN   Notes except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen CARAT
20    -SN   Notes; (iii) rights of CARAT 20    -SN   Noteholders to receive payments of principal thereof and interest thereon; (iv) Sections
3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.18, 3.20 and 11.16; (v) the rights, obligations and immunities of the CARAT Indenture Trustee hereunder (including the rights of the
CARAT Indenture Trustee under Section 6.7 and the obligations of the CARAT Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of CARAT 20    -SN   Noteholders
as beneficiaries hereof with respect to the property so deposited with the CARAT Indenture Trustee payable to all or any of them, and the CARAT Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper
instruments acknowledging satisfaction and discharge of this CARAT Indenture with respect to the CARAT 20    -SN   Notes, if: 

(a) either: 

(i) all CARAT 20    -SN   Notes theretofore authenticated and delivered (other than
(A) CARAT 20    -SN   Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (B) CARAT
20    -SN   Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such
trust, as provided in Section 3.3) have been delivered to the CARAT Indenture Trustee for cancellation; or 
 (ii)
all CARAT 20    -SN   Notes not theretofore delivered to the CARAT Indenture Trustee for cancellation: 
  

	 	(A)	have become due and payable, 

  

	 	(B)	will be due and payable on their respective Final Scheduled Distribution Dates within one year, or 


 

	 	(C)	are to be called for redemption within one year under arrangements satisfactory to the CARAT Indenture Trustee for the giving of notice of redemption by the CARAT
Indenture Trustee in the name, and at the expense, of the Issuing Entity or such CARAT 20__-SN_ Notes have been redeemed in accordance with Section 10.1, 


 

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 and the Issuing Entity, in the case of clause (A), (B) or (C) of
subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably deposited with the CARAT Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to
the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such CARAT 20__-SN_ Notes not theretofore delivered to the CARAT Indenture Trustee for
cancellation when due on the Final Scheduled Distribution Date for such CARAT 20__-SN_ Notes or the Redemption Date for such CARAT 20__-SN_ Notes (if such CARAT 20__-SN_ Notes have been called for redemption pursuant to Section 10.1), as
the case may be; 
 (b) the Issuing Entity has paid or caused to be paid all other sums payable hereunder or under any Third
Party Instrument by the Issuing Entity; and 
 (c) the Issuing Entity has delivered to the CARAT Indenture Trustee an
Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA or the CARAT Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of
Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this CARAT Indenture have been complied with. 

SECTION 4.2 Application of Trust Money. All monies deposited with the CARAT Indenture Trustee pursuant to Section 4.1
shall be held in trust and applied by it, in accordance with the provisions of the CARAT 20__-SN_ Notes and this CARAT Indenture, to the payment, either directly or through any Paying Agent, as the CARAT Indenture Trustee may determine, to the
Holders of the particular CARAT 20__-SN_ Notes for the payment or redemption of which such monies have been deposited with the CARAT Indenture Trustee, of all sums due and to become due thereon for principal and interest and to payment to any other
Secured Party or any holder of a Third Party Instrument of all sums, if any, due or to become due to any other Secured Party or any holder of a Third Party Instrument under and in accordance with this CARAT Indenture; but such monies need not be
segregated from other funds except to the extent required herein or in the Trust Sale and Administration Agreement, or as required by law. 

SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this CARAT Indenture
with respect to the CARAT 20__-SN_ Notes, all monies then held by any Paying Agent other than the CARAT Indenture Trustee under the provisions of this CARAT Indenture with respect to such CARAT 20__-SN_ Notes shall, upon demand of the Issuing
Entity, be paid to the CARAT Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies. 

SECTION 4.4 Duration of Position of CARAT Indenture Trustee. Notwithstanding the payment in full of all principal and interest due
to the CARAT 20__-SN_ Noteholders, under the terms of the CARAT 20__-SN_ Notes and the cancellation of the CARAT 20__-SN_ Notes, 
  

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 the CARAT Indenture Trustee shall continue to act in the capacity as CARAT Indenture Trustee hereunder for
the benefit of the CARAT 20__-SN_ Certificateholders, for purposes of compliance with, and the CARAT Indenture Trustee shall comply with its obligations under, Sections 5.01(a), 7.02 and 7.03 of the Trust Sale and Administration
Agreement, as appropriate, until such time as all distributions due to the CARAT 20__-SN_ Certificateholders have been paid in full and in such capacity, the CARAT Indenture Trustee shall have the rights, benefits and immunities set forth in
Article VI hereof. 
 ARTICLE V 

DEFAULT AND REMEDIES 

SECTION 5.1 Events of Default. For the purposes of this CARAT Indenture, “Event of Default” wherever used herein,
means any one of the following events: 
 (a) failure to pay the full Noteholders’ Interest Distributable Amount on the
Controlling Class on any Distribution Date, and such default shall continue unremedied for a period of five days; or 
 (b)
except as set forth in Section 5.1(c), failure to pay any instalment of the principal of any CARAT 20__-SN_ Note as and when the same becomes due and payable, and such default continues unremedied for a period of 30 days after there
shall have been given, by registered or certified mail, to the Depositor (or the Trust Administrator, as applicable) by the CARAT Indenture Trustee or to the Depositor (or the Trust Administrator, as applicable) and the CARAT Indenture Trustee by
the Holders of not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default and demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or

 (c) failure to pay in full the outstanding principal balance of any class of CARAT 20__-SN_ Notes by the Final Scheduled
Distribution Date for such class; or 
 (d) default in the observance or performance in any material respect of any other
covenants or agreements of the Issuing Entity made in this CARAT Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere specifically dealt with in this Section 5.1) which failure
materially and adversely affects the rights of the CARAT 20__-SN_ Noteholders, and such default shall continue or not be cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Depositor (or the
Trust Administrator, as applicable) by the CARAT Indenture Trustee or to the Depositor (or the Trust Administrator, as applicable) and the CARAT Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Class A Notes, a
written notice specifying such default, demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(e) the filing of a decree or application for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or
any substantial part of the CARAT Trust Estate 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 the Issuing Entity or for any substantial part of the 
  

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 CARAT Trust Estate, or ordering the winding-up or liquidation of the Issuing Entity’s affairs, and such
decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or 
 (f) the commencement by the
Issuing Entity 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 the Issuing Entity to the entry of an application for relief in an involuntary case
under any such law, or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the CARAT
Trust Estate, or the making by the Issuing Entity of any general assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its debts as such debts become due, or the taking of action by the Issuing Entity in
furtherance of any of the foregoing. 
 The Issuing Entity shall deliver to the CARAT Indenture Trustee within five Business Days after learning
of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become a CARAT Event of Default under Section 5.1(d), its status and what
action the Issuing Entity is taking or proposes to take with respect thereto. 
 SECTION 5.2 Acceleration of Maturity;
Rescission and Annulment. 
 (a) If a CARAT Event of Default should occur and be continuing, then and in every such case,
unless the principal amount of the CARAT 20__-SN_ Notes shall have already become due and payable, either the CARAT Indenture Trustee or the Holders of CARAT 20__-SN_ Notes representing not less than a majority of the Outstanding Amount of the
Controlling Class may declare all the CARAT 20__-SN_ Notes to be immediately due and payable, by a notice in writing to the Issuing Entity (and to the CARAT Indenture Trustee if given by the CARAT 20__-SN_ Noteholders) setting forth the Event or
Events of Default, and upon any such declaration the unpaid principal amount of such CARAT 20__-SN_ Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. 

(b) At any time after such declaration of acceleration of maturity of the CARAT 20__-SN_ Notes has been made and before a judgment or
decree for payment of the money due thereunder has been obtained by the CARAT Indenture Trustee as hereinafter provided in this Article V, the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the
Controlling Class, by written notice to the Issuing Entity and the CARAT Indenture Trustee, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a), and rescind and annul such declaration and its consequences;
provided, however, that no such rescission and annulment shall extend to or affect any other Default or impair any right consequent thereto; and provided, further, that if the CARAT Indenture Trustee shall have proceeded
to enforce any right under this CARAT Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the CARAT
Indenture Trustee, then and in every such case, the CARAT Indenture Trustee, the Issuing Entity and the CARAT 20__-SN_ Noteholders, as the case may be, shall be restored respectively to their 

 

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 former positions and rights hereunder, and all rights, remedies and powers of the CARAT Indenture Trustee,
the Issuing Entity and the CARAT 20__-SN_ Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced. 

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by CARAT Indenture Trustee. 

(a) The Issuing Entity covenants that if a CARAT Event of Default occurs and such CARAT Event of Default has not been waived pursuant to
Section 5.12, the Issuing Entity shall, upon demand of the CARAT Indenture Trustee, pay to the CARAT Indenture Trustee, for the ratable benefit of the CARAT 20__-SN_ Noteholders in accordance with their respective outstanding principal
amounts, the whole amount then due and payable on such CARAT 20__-SN_ Notes for principal and interest, with interest upon the overdue principal, at the rate borne by the CARAT 20__-SN_ Notes and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the CARAT Indenture Trustee and its agents and counsel. 

(b) If the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the CARAT Indenture Trustee, in its own name and as
trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuing Entity or other obligor upon such
CARAT 20__-SN_ Notes and collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such CARAT 20__-SN_ Notes, wherever situated, the monies adjudged or decreed to be payable. 

(c) If a CARAT Event of Default occurs and is continuing, the CARAT Indenture Trustee may, as more particularly provided in
Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the CARAT 20__-SN_ Noteholders, by such appropriate Proceedings as the CARAT Indenture Trustee shall deem most effective to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement in this CARAT Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the CARAT
Indenture Trustee by this CARAT Indenture or by applicable law. 
 (d) If there shall be pending, relative to the Issuing Entity
or any other obligor upon the CARAT 20__-SN_ Notes or any Person having or claiming an ownership interest in the CARAT Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency
or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor
or Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the CARAT 20__-SN_ Notes, or to the creditors or property of the Issuing Entity or such other obligor, the CARAT Indenture
Trustee, irrespective of whether the principal of any CARAT 20__-SN_ Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the CARAT Indenture Trustee shall have 

 

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 made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered,
by intervention in such Proceedings or otherwise: 
 (i) to file and prove a claim or claims for the whole amount of principal
and interest and all other amounts owing and unpaid in respect of the CARAT 20__-SN_ Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the CARAT Indenture Trustee (including any claim
for reasonable compensation to the CARAT Indenture Trustee and each predecessor CARAT Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by
the CARAT Indenture Trustee and each predecessor CARAT Indenture Trustee, except as a result of negligence, fraud or bad faith) and of the CARAT 20__-SN_ Noteholders allowed in such Proceedings; 

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of CARAT 20__-SN_ Notes in any election of a
trustee, a standby trustee or Person performing similar functions in any such Proceedings; 
 (iii) to collect and receive any
monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the CARAT 20__-SN_ Noteholders and of the CARAT Indenture Trustee on their behalf; and 

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
CARAT Indenture Trustee or the Holders of CARAT 20__-SN_ Notes allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property; 

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such CARAT 20__-SN_
Noteholders to make payments to the CARAT Indenture Trustee for application in accordance with the priorities set forth in the CARAT Basic Documents, and, if the CARAT Indenture Trustee shall consent to the making of payments directly to such CARAT
20__-SN_ Noteholders, to pay to the CARAT Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the CARAT Indenture Trustee, each predecessor CARAT Indenture Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made, by the CARAT Indenture Trustee and each predecessor CARAT Indenture Trustee except as a result of negligence, fraud or bad faith. 

(e) Nothing herein contained shall be deemed to authorize the CARAT Indenture Trustee to authorize or consent to or vote for or accept or
adopt on behalf of any CARAT 20__-SN_ Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the CARAT 20__-SN_ Notes or the rights of any Holder thereof or to authorize the CARAT Indenture Trustee to vote in respect
of the claim of any CARAT 20__-SN_ Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. 

(f) All rights of action and of asserting claims under this CARAT Indenture, or under any of the CARAT 20__-SN_ Notes, may be enforced by
the CARAT Indenture 
  

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 Trustee without the possession of any of the CARAT 20__-SN_ Notes or the production thereof in any trial or
other Proceedings relative thereto, and any such Proceedings instituted by the CARAT Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the CARAT Indenture Trustee, each predecessor CARAT Indenture Trustee and their respective agents and attorneys, shall be for the benefit of the Secured Parties in accordance with the priorities set forth in the
CARAT Basic Documents. 
 (g) In any Proceedings brought by the CARAT Indenture Trustee (and also any Proceedings involving the
interpretation of any provision of this CARAT Indenture to which the CARAT Indenture Trustee shall be a party), the CARAT Indenture Trustee shall be held to represent all the CARAT 20__-SN_ Noteholders, and it shall not be necessary to make any
CARAT 20__-SN_ Noteholder a party to any such Proceedings. 
 (h) With respect to any claims for payments of reimbursement for
expenses, disbursement or compensation of any Person made of the Issuing Entity pursuant to this Section 5.3, where more than one Person has made such a claim, the Issuing Entity will not reimburse any Person other than the CARAT Indenture
Trustee for such amounts if, prior to incurring such expenses, the Affected Parties reasonably could have avoided such expense by coordinating their claims under this CARAT Indenture with the CARAT Indenture Trustee. 

SECTION 5.4 Remedies; Priorities. 

(a) If a CARAT Event of Default shall have occurred and be continuing and the CARAT 20__-SN_ Notes have been accelerated under
Section 5.2(a), the CARAT Indenture Trustee may do one or more of the following (subject to Section 5.3 and Section 5.5): 

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on
the CARAT 20__-SN_ Notes or under this CARAT Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity and any other obligor upon such CARAT 20__-SN_ Notes
monies adjudged due; 
 (ii) institute Proceedings from time to time for the complete or partial foreclosure of this CARAT
Indenture with respect to the CARAT Trust Estate; 
 (iii) exercise any remedies of a secured party under the UCC and take any
other appropriate action to protect and enforce the rights and remedies of the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders; and 

(iv) sell the CARAT Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law or elect to have the Issuing Entity maintain possession of the CARAT Trust Estate and continue to apply payments on the COLT 20__-SN_ Secured Notes as if there had been no declaration of acceleration;
provided, however, that the CARAT Indenture Trustee may not sell or otherwise liquidate the CARAT Trust Estate following a CARAT Event of Default and acceleration of the CARAT 20__-SN_ Notes, unless (i) (A) the Holders of all
of the aggregate Outstanding Amount of the CARAT 20__-SN_ Notes consent thereto or (B) the 
  

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 proceeds of such sale or liquidation distributable to the CARAT 20__-SN_ Noteholders are sufficient to
discharge in full the principal of and the accrued interest on the CARAT 20__-SN_ Notes, each at the date of such sale or liquidation and (y) make all distributions from the CARAT Collection Account described in Sections 8.01(b)(i) through
(vi) of the Trust Sale and Administration Agreement or (C) (x) there has been a CARAT Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment
of principal on any CARAT 20__-SN_ Notes, (y) the CARAT Indenture Trustee determines that the CARAT Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the CARAT 20__-SN_ Notes as and when
they would have become due if the CARAT 20__-SN_ Notes had not been declared due and payable, and (z) the CARAT Indenture Trustee obtains the consent of the Holders of a majority of the aggregate Outstanding Amount of the Controlling Class and
(ii) 10 days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the CARAT Indenture Trustee at least two business
days prior thereto. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the CARAT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the CARAT Trust Estate for such purpose. 

provided, however, that prior to the exercise of the right to sell all or any portion of the CARAT Trust Estate as provided herein, the
CARAT Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Depositor and the CARAT Owner Trustee) (the “CARAT Event of Default Sale Notice”) of its intention to sell all or any portion of the
CARAT Trust Estate (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the CARAT Trust Estate, the portion of the CARAT Trust Estate to be sold. The CARAT Indenture Trustee shall not
consummate any sale until at least seven Business Days after the CARAT Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Depositor) (the “Authorization Date”). 

(b) If the CARAT Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or
property in the following order: 
 FIRST: to the CARAT Indenture Trustee for amounts due under
Section 6.7 and then to the CARAT Owner Trustee for amounts due to the CARAT Owner Trustee (not including amounts due for payments to the CARAT 20__-SN_ Certificateholders) under the Trust Agreement or the Trust Sale and Administration
Agreement; and 
 SECOND: to the CARAT Collection Account, for distribution pursuant to Sections 8.01(b)
and (e) of the Trust Sale and Administration Agreement. 
 SECTION 5.5 Optional Preservation of the CARAT Trust
Estate. If the CARAT 20__-SN_ Notes have been declared to be due and payable under Section 5.2 following a CARAT Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with
Section 5.2(b), the CARAT Indenture Trustee may, but need not elect to, take and maintain possession of the CARAT Trust Estate. It is the desire of the parties hereto and the Secured Parties that there be at all times sufficient funds
for the payment of the Secured Obligations to the Secured Parties and the CARAT Indenture Trustee shall take such 
  

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 desire into account when determining whether or not to take and maintain possession of the CARAT Trust
Estate. In determining whether to take and maintain possession of the CARAT Trust Estate, the CARAT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the CARAT Trust Estate for such purpose. 
 SECTION
5.6 Limitation of Suits. No Holder of any CARAT 20__-SN_ Note shall have any right to institute any Proceeding with respect to this CARAT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

 (a) such Holder has previously given written notice to the CARAT Indenture Trustee of a continuing CARAT Event of Default;

 (b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class have made written request to the
CARAT Indenture Trustee to institute such Proceeding in respect of such CARAT Event of Default in its own name as CARAT Indenture Trustee hereunder; 

(c) such Holder or Holders have offered to the CARAT Indenture Trustee reasonable indemnity against the costs, expenses and liabilities
to be incurred in complying with such request; 
 (d) the CARAT Indenture Trustee for 60 days after its receipt of such notice
under Section 5.6(a) above, request under Section 5.6(b) above and offer of indemnity under Section 5.6(c) above has failed to institute such Proceedings; and 

(e) no direction inconsistent with such written request has been given to the CARAT Indenture Trustee during such 60-day period by the
Holders of a majority of the Outstanding Amount of the Controlling Class; 
 it being understood and intended that no one or more Holders of
CARAT 20__-SN_ Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this CARAT Indenture to affect, disturb or prejudice the rights of any other Holders of CARAT 20__-SN_ Notes or to obtain or to seek
to obtain priority or preference over any other Holders of CARAT 20__-SN_ Notes or to enforce any right under this CARAT Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of
principal and interest, respectively, due and unpaid on the CARAT 20__-SN_ Notes held by each CARAT 20__-SN_ Noteholder) and common benefit of all holders of CARAT 20__-SN_ Notes. For the protection and enforcement of the provisions of this
Section 5.6, each and every CARAT 20__-SN_ Noteholder shall be entitled to such relief as can be given either at law or in equity. 

If the CARAT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of
CARAT 20__-SN_ Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class, the CARAT Indenture Trustee shall take the action requested by the group representing the higher percentage of the Outstanding Amount of
the Controlling Class, notwithstanding any other provisions of this CARAT Indenture. 
  

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 SECTION 5.7 Unconditional Rights of CARAT 20__-SN_ Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this CARAT Indenture, the Holder of any CARAT 20__-SN_ Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, on such CARAT 20__-SN_
Note on or after the respective due dates thereof expressed in such CARAT 20__-SN_ Note or in this CARAT Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such Holder. 
 SECTION 5.8 Restoration of Rights and
Remedies. If the CARAT Indenture Trustee or any CARAT 20__-SN_ Noteholder has instituted any Proceeding to enforce any right or remedy under this CARAT Indenture and such Proceeding has been discontinued or abandoned for any reason or has been
determined adversely to the CARAT Indenture Trustee or to such CARAT 20__-SN_ Noteholder, then and in every such case the Issuing Entity, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders shall, subject to any determination in such
Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders shall continue as though no such Proceeding had been
instituted. 
 SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the
CARAT Indenture Trustee or to the CARAT 20__-SN_ Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy. 
 SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the CARAT Indenture Trustee or any Holder
of any CARAT 20__-SN_ Note to exercise any right or remedy accruing upon any Default or CARAT Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or CARAT Event of Default or an acquiescence therein.
Every right and remedy given by this Article V or by law to the CARAT Indenture Trustee or to the CARAT 20__-SN_ Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the CARAT Indenture Trustee or by the
CARAT 20__-SN_ Noteholders, as the case may be. 
 SECTION 5.11 Control by CARAT 20__-SN_ Noteholders. The Holders of a
majority of the Outstanding Amount of the Controlling Class shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the CARAT Indenture Trustee, have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the CARAT Indenture Trustee with respect to the CARAT 20__-SN_ Notes or exercising any trust or power conferred on the CARAT Indenture Trustee; provided,
however, that: 
  

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 (a) such direction shall not be in conflict with any rule of law or with this CARAT
Indenture; 
 (b) subject to the express terms of Section 5.4, any direction to the CARAT Indenture Trustee to sell
or liquidate the CARAT Trust Estate shall be by the Holders of CARAT 20__-SN_ Notes representing not less than 100% of the Outstanding Amount of the CARAT 20__-SN_ Notes; 

(c) if the conditions set forth in Section 5.5 have been satisfied and the CARAT Indenture Trustee elects to retain the CARAT
Trust Estate pursuant to Section 5.5, then any direction to the CARAT Indenture Trustee by Holders of CARAT 20__-SN_ Notes representing less than 100% of the Outstanding Amount of the CARAT 20__-SN_ Notes to sell or liquidate the CARAT
Trust Estate shall be of no force and effect; and 
 (d) the Indenture Trustee may take any other action deemed proper by the
Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the CARAT Indenture Trustee need not take any action that it determines might cause it to incur any liability
or might materially adversely affect the rights of any Noteholders not consenting to such action. 
 SECTION 5.12 Waiver of
Past Defaults. 
 (a) Prior to the declaration of the acceleration of the maturity of the CARAT 20__-SN_ Notes as provided
in Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the Controlling Class may waive any past Default or Event of Default and its consequences except a Default (i) in the payment of principal of or
interest on any of the CARAT 20__-SN_ Notes or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each CARAT 20__-SN_ Note. In the case of any such waiver, the Issuing
Entity, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereto. 
 (b) Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have
occurred, and any CARAT Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this CARAT Indenture; but no such waiver shall extend to any subsequent or other Default or CARAT Event of
Default or impair any right consequent thereto. 
 SECTION 5.13 Undertaking for Costs. All parties to this CARAT
Indenture agree, and each Holder of any CARAT 20__-SN_ Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under
this CARAT Indenture, or in any Proceeding against the CARAT Indenture Trustee for any action taken, suffered or omitted by it as CARAT Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such
Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such Proceeding, having due 

 

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 regard to the merits and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to: 
 (a) any Proceeding instituted by the CARAT Indenture Trustee;

 (b) any Proceeding instituted by the any CARAT 20__-SN_ Noteholder, or group of CARAT 20__-SN_ Noteholders, in each case
holding in the aggregate more than 10% of the Outstanding Amount of the Controlling Class; or 
 (c) any Proceeding instituted
by any CARAT 20__-SN_ Noteholder for the enforcement of the payment of principal of or interest on any CARAT 20__-SN_ Note on or after the respective due dates expressed in such CARAT 20__-SN_ Note and in this CARAT Indenture (or, in the case of
redemption, on or after the Redemption Date). 
 SECTION 5.14 Waiver of Stay or Extension Laws. The Issuing Entity
covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter
in force, that may affect the covenants or the performance of this CARAT Indenture. The Issuing Entity (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the CARAT Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 

SECTION 5.15 Action on CARAT 20__-SN_ Notes. The CARAT Indenture Trustee’s right to seek and recover judgment on the CARAT
20__-SN_ Notes or under this CARAT Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this CARAT Indenture. Neither the Lien of this CARAT Indenture nor any rights or remedies of the
CARAT Indenture Trustee or the CARAT 20__-SN_ Noteholders shall be impaired by the recovery of any judgment by the CARAT Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the CARAT
Trust Estate or upon any of the assets of the Issuing Entity. Any money or property collected by the CARAT Indenture Trustee shall be applied in accordance with Section 5.4(b). 

SECTION 5.16 Performance and Enforcement of Certain Obligations. 

(a) Promptly following a request from the CARAT Indenture Trustee to do so and at the Trust Administrator’s expense, the Issuing
Entity agrees to take all such lawful action as the CARAT Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Trust Administrator of their respective obligations to the Issuing Entity under or in
connection with the Trust Sale and Administration Agreement and the Pooling and Administration Agreement or by Ally Financial of its obligations under or in connection with the Pooling and Administration Agreement in accordance with the terms
thereof or by any obligor under a Third Party Instrument of its obligations under or in accordance with a Third Party Instrument in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuing Entity under or in connection with the Trust Sale and Administration Agreement, the Pooling and Administration Agreement 
  

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 and any Third Party Instrument to the extent and in the manner directed by the CARAT Indenture Trustee,
including the transmission of notices of default on the part of the Depositor, the Trust Administrator, or any obligor under a Third Party Instrument thereunder and the institution of legal or administrative actions or proceedings to compel or
secure performance by the Depositor or the Trust Administrator or any obligor under a Third Party Instrument of their respective obligations under the Trust Sale and Administration Agreement, the Pooling and Administration Agreement, and any Third
Party Instrument. 
 (b) If a CARAT Event of Default has occurred and is continuing, the CARAT Indenture Trustee may, and, at
the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Class A Notes shall, exercise all rights, remedies, powers, privileges and
claims of the Issuing Entity against the Depositor, the Trust Administrator or any obligor under a Third Party Instrument under or in connection with the Trust Sale and Administration Agreement, the Pooling and Administration Agreement or a Third
Party Instrument, including the right or power to take any action to compel or secure performance or observance by the Depositor or the Trust Administrator of each of their obligations to the Issuing Entity thereunder and to give any consent,
request, notice, direction, approval, extension or waiver under the Trust Sale and Administration Agreement, and any right of the Issuing Entity to take such action shall be suspended. 

(c) If a CARAT Event of Default has occurred and is continuing, the CARAT Indenture Trustee may, and, at the
direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/
3% of the Outstanding Amount of the CARAT 20__-SN_ Notes shall, exercise all rights, remedies, powers, privileges and claims of the Depositor against Ally Financial
under or in connection with the Pooling and Administration Agreement, including the right or power to take any action to compel or secure performance or observance by Ally Financial of each of its obligations to the Depositor thereunder and to give
any consent, request, notice, direction, approval, extension or waiver under the Pooling and Administration Agreement, and any right of the Depositor to take such action shall be suspended. 

ARTICLE VI 

THE CARAT INDENTURE TRUSTEE 

SECTION 6.1 Duties of CARAT Indenture Trustee. 

(a) If a CARAT Event of Default has occurred and is continuing, the CARAT Indenture Trustee shall exercise the rights and powers vested
in it by this CARAT Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) (i) Except during the continuance of a CARAT Event of Default, the CARAT Indenture Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this CARAT Indenture and the Trust Sale and Administration Agreement and no implied covenants or obligations shall be read into this CARAT Indenture, the Trust Sale and Administration Agreement or any
other CARAT Basic Document against the CARAT Indenture Trustee. 
  

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 (ii) in the absence of bad faith on its part, the CARAT Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the CARAT Indenture Trustee and conforming to the requirements of this CARAT Indenture; provided,
however, that the CARAT Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this CARAT Indenture. 

(c) The CARAT Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that: 
 (i) this Section 6.1(c) does not limit the effect of
Section 6.1(b); 
 (ii) the CARAT Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is proved that the CARAT Indenture Trustee was negligent in ascertaining the pertinent facts; and 

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

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

(g) Every provision of this CARAT Indenture and each other CARAT Basic Document relating to the CARAT Indenture Trustee shall be subject
to the provisions of this Section 6.1 and the provisions of the TIA. 
 (h) The CARAT Indenture Trustee shall have
no liability or responsibility for the acts or omissions of any other party to any of the CARAT Basic Documents. 
 (i) In no
event shall the CARAT Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if the CARAT Indenture Trustee has been advised of the likelihood of such
loss or damage. 
  

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 SECTION 6.2 Rights of CARAT Indenture Trustee. 

(a) The CARAT Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper
Person. The CARAT Indenture Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the CARAT
Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The CARAT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the
Officer’s Certificate or Opinion of Counsel. 
 (c) The CARAT Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the CARAT Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. 
 (d) The CARAT
Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the CARAT Indenture Trustee’s conduct does not
constitute willful misconduct, negligence or bad faith. 
 (e) The CARAT Indenture Trustee may consult with counsel, and the
advice or opinion of counsel with respect to legal matters relating to this CARAT Indenture and the CARAT 20__-SN_ Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such counsel. 
 (f) The CARAT Indenture Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by this CARAT Indenture at the request or direction of any of the Holders pursuant to this CARAT Indenture, unless such Holders shall have offered to the CARAT Indenture
Trustee security or indemnity satisfactory to the CARAT Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 

(g) The CARAT Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the CARAT Indenture Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit. 
 (h) The CARAT Indenture Trustee shall not be
deemed to have notice of any Default, Event of Default or Trust Administrator Default unless a Responsible Officer of the CARAT Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is
received by the CARAT Indenture Trustee at the Corporate Trust Office of the CARAT Indenture Trustee, and such notice references the Securities and this CARAT Indenture. 
  


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 (i) The rights, privileges, protections, immunities and benefits given to the CARAT
Indenture Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the CARAT Indenture Trustee in each of its capacities hereunder, including its capacity under Section 4.4 hereof, and in connection
with the performance of any of its duties or obligations under any of the CARAT Basic Documents. 
 SECTION 6.3 CARAT
Indenture Trustee May Own CARAT 20__-SN_ Notes. The CARAT Indenture Trustee in its individual or any other capacity may become the owner or pledgee of CARAT 20__-SN_ Notes and may otherwise deal with the Issuing Entity, the Trust Administrator
or any of their respective Affiliates with the same rights it would have if it were not CARAT Indenture Trustee; provided, however, that the CARAT Indenture Trustee shall comply with Sections 6.10 and 6.11. Any Paying
Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. 
 SECTION 6.4 CARAT Indenture
Trustee’s Disclaimer. The CARAT Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any CARAT Basic Document, including this CARAT Indenture or the CARAT 20__-SN_ Notes, it shall not
be accountable for the Issuing Entity’s use of the proceeds from the CARAT 20__-SN_ Notes, and it shall not be responsible for any statement of the Issuing Entity in the CARAT Indenture or in any document issued in connection with the sale of
the CARAT 20__-SN_ Notes or in the CARAT 20__-SN_ Notes other than the CARAT Indenture Trustee’s certificate of authentication. 

SECTION 6.5 Notice of Default. If a Default occurs and is continuing and if it is known to a Responsible Officer of the CARAT
Indenture Trustee, the CARAT Indenture Trustee shall mail to each CARAT 20__-SN_ Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal or of interest on any CARAT 20__-SN_ Note, the
CARAT Indenture Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of the CARAT 20__-SN_ Noteholders. 

SECTION 6.6 Reports by CARAT Indenture Trustee. 

(a) To the extent any CARAT 20__-SN_ Noteholder does not receive such information or documents directly, the CARAT Indenture Trustee
shall deliver to each CARAT 20__-SN_ Noteholder the documents and information and documents set forth in Article VII, and, in addition, all such information with respect to the CARAT 20__-SN_ Notes as may be required to enable such Holder to
prepare its federal and state income tax returns. 
 (b) The CARAT Indenture Trustee shall: 

(i) deliver to COLT, the Seller, the CARAT Owner Trustee, the COLT Owner Trustee and the Trust Administrator a report of its assessment
of compliance with the minimum Servicing Criteria regarding general servicing, cash and collection administration, investor remittances and reporting, and pool asset administration during the preceding calendar year, including disclosure of any
material instance of non-compliance identified by the CARAT Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act, and Item 1122 of Regulation AB under the Securities Act; 

 

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 (ii) cause a firm of registered public accountants that is qualified and independent within
the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to COLT, the Seller, the CARAT Owner Trustee, the COLT Owner Trustee and the Trust Administrator an attestation report that satisfies the requirements of Rule 13a-18 or
Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year for inclusion in COLT’s or the Issuing Entity’s 10-K filing; such attestation report shall
be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and 

(iii) deliver to COLT, the Seller and any other Person that will be responsible for signing the certification (a “Sarbanes
Certification”) required by Rule 13a-14(d) and Rule 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of COLT, CARI or the Issuing Entity with respect to the CARAT 20__-SN_
securitization transaction a certification substantially in the form attached hereto as Exhibit F or such form as mutually agreed upon by COLT, the Seller and the CARAT Indenture Trustee; the CARAT Indenture Trustee acknowledges that the parties
identified in this clause (iii) may rely on the certification provided by the CARAT Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. 

(c) The reports referred to in Section 6.6(b) shall be delivered on or before March 15 of each year that a 10-K filing is
required to be filed by COLT or the Issuing Entity, beginning March 15, 20__. 
 SECTION 6.7 Compensation;
Indemnity. 
 (a) The Issuing Entity shall cause the Trust Administrator pursuant to Section 3.05 of the Pooling
and Administration Agreement to pay to the CARAT Indenture Trustee from time to time reasonable compensation for its services. The CARAT Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Issuing Entity shall cause the Trust Administrator pursuant to Section 3.05 of the Pooling and Administration Agreement to reimburse the CARAT Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the CARAT Indenture Trustee’s agents, external counsel,
accountants and experts. The Issuing Entity shall cause the Trust Administrator to indemnify the CARAT Indenture Trustee in accordance with Section 6.01 of the Trust Sale and Administration Agreement. 

(b) The Issuing Entity’s obligations to the CARAT Indenture Trustee pursuant to this Section 6.7 shall survive the
discharge of this CARAT Indenture. When the CARAT Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or (f) with respect to the Issuing Entity, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. 
  

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 SECTION 6.8 Replacement of CARAT Indenture Trustee. 

(a) The CARAT Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuing Entity; provided,
however, that no such resignation shall become effective and the CARAT Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority in Outstanding Amount of the Controlling Class may
remove the CARAT Indenture Trustee by so notifying the CARAT Indenture Trustee and may appoint a successor CARAT Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuing Entity
shall remove the CARAT Indenture Trustee if: 
 (i) the CARAT Indenture Trustee fails to comply with Section 6.11;

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

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

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

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

(c) A successor CARAT Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring CARAT
Indenture Trustee and to the Issuing Entity. Thereupon the resignation or removal of the retiring CARAT Indenture Trustee shall become effective, and the successor CARAT Indenture Trustee shall have all the rights, powers and duties of the CARAT
Indenture Trustee under this CARAT Indenture. The successor CARAT Indenture Trustee shall mail a notice of its succession to CARAT 20__-SN_ Noteholders. The retiring CARAT Indenture Trustee shall promptly transfer all property held by it as CARAT
Indenture Trustee to the successor CARAT Indenture Trustee. 
 (d) If a successor CARAT Indenture Trustee does not take office
within 60 days after the CARAT Indenture Trustee gives notice of its intent to resign or is removed, the retiring Trustee, the Issuing Entity or the Holders of a majority of the Outstanding Amount of the Controlling Class may petition any court of
competent jurisdiction for the appointment and designation of a successor CARAT Indenture Trustee. 
 (e) If the CARAT Indenture
Trustee fails to comply with Section 6.11, any CARAT 20__-SN_ Noteholder may petition any court of competent jurisdiction for the removal of the CARAT Indenture Trustee and the appointment of a successor CARAT Indenture Trustee.

 (f) Notwithstanding the replacement of the CARAT Indenture Trustee pursuant to this Section 6.8, the Issuing
Entity’s obligations under Section 6.7 and the Trust 
  

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 Administrator’s corresponding obligations under the Trust Sale and Administration Agreement and the
Pooling and Administration Agreement shall continue for the benefit of the retiring CARAT Indenture Trustee. 
 SECTION 6.9
Merger or Consolidation of CARAT Indenture Trustee. 
 (a) Any corporation into which the CARAT Indenture Trustee may be
merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the CARAT Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the CARAT Indenture
Trustee, shall be the successor of the CARAT Indenture Trustee under this CARAT Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of
any instrument or any further act on the part of any of the parties to this CARAT Indenture, anything in this CARAT Indenture to the contrary notwithstanding. 

(b) If at the time such successor or successors by merger or consolidation to the CARAT Indenture Trustee shall succeed to the trusts
created by this CARAT Indenture, any of the CARAT 20__-SN_ Notes shall have been authenticated but not delivered, any such successor to the CARAT Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver
such CARAT 20__-SN_ Notes so authenticated, and in case at that time any of the CARAT 20__-SN_ Notes shall not have been authenticated, any successor to the CARAT Indenture Trustee may authenticate such CARAT 20__-SN_ Notes either in the name of any
predecessor hereunder or in the name of the successor to the CARAT Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the CARAT 20__-SN_ Notes or herein with respect to
the certificate of authentication of the CARAT Indenture Trustee. 
 SECTION 6.10 Appointment of Co-CARAT Indenture Trustee
or Separate CARAT Indenture Trustee. 
 (a) Notwithstanding any other provisions of this CARAT Indenture, at any time, for
the purpose of meeting any legal requirement of any jurisdiction in which any part of the CARAT Trust Estate or any Vehicle may at the time be located, the CARAT Indenture Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the CARAT Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured
Parties and (only to the extent expressly provided herein) the CARAT 20__-SN_ Certificateholders, such title to the CARAT Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties,
obligations, rights and trusts as the CARAT Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11
and no notice to CARAT 20__-SN_ Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. 
  

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

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and 

(iii) the CARAT Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. 

(c) Any notice, request or other writing given to the CARAT Indenture Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this CARAT Indenture and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the CARAT Indenture Trustee or separately, as may be provided therein, subject to
all the provisions of this CARAT Indenture, specifically including every provision of this CARAT Indenture relating to the conduct of, affecting the liability of, or affording protection to, the CARAT Indenture Trustee. Every such instrument shall
be filed with the CARAT Indenture Trustee. 
 (d) Any separate trustee or co-trustee may at any time appoint the CARAT Indenture
Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this CARAT Indenture on its behalf and in its name. If any separate trustee or co-trustee shall
die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the CARAT Indenture Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee. 
 SECTION 6.11 Eligibility; Disqualification. The CARAT Indenture Trustee shall at all times satisfy
the requirements of TIA § 310(a). The CARAT Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by Moody’s) it shall
have a long term unsecured debt rating of Baa3 or better by Moody’s. The CARAT Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 

SECTION 6.12 Preferential Collection of Claims Against Issuing Entity. The CARAT Indenture Trustee shall comply with TIA
§311(a), excluding any creditor relationship listed in TIA §311(b). A trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein. 

 

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 SECTION 6.13 Representations and Warranties of CARAT Indenture Trustee. The CARAT
Indenture Trustee represents and warrants as of the Series 20__-SN_ Closing Date that: 
 (a) the CARAT Indenture Trustee
(i) is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and (ii) satisfies the eligibility criteria set forth in Section 6.11; 

(b) the CARAT Indenture Trustee has full power, authority and legal right to execute, deliver and perform this CARAT Indenture and any
other CARAT Basic Document to which it is a party, and has taken all necessary action to authorize the execution, delivery and performance by it of this CARAT Indenture and any other CARAT Basic Document to which it is a party; 

(c) the execution, delivery and performance by the CARAT Indenture Trustee of this CARAT Indenture and any other CARAT Basic Document to
which it is a party (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the CARAT Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority
applicable to the CARAT Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the CARAT Indenture Trustee, or (iii) shall not violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the CARAT Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a materially adverse effect on the CARAT Indenture Trustee’s performance or ability to perform its duties under this CARAT Indenture and
any other CARAT Basic Document to which it is a party or on the transactions contemplated hereunder and thereunder; 
 (d) the
execution, delivery and performance by the CARAT Indenture Trustee of this CARAT Indenture and any other CARAT Basic Document to which it is a party shall not require the authorization, consent or approval of, the giving of notice to, the filing or
registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the CARAT Indenture Trustee; and 

(e) this CARAT Indenture and any other CARAT Basic Document to which it is a party has been duly executed and delivered by the CARAT
Indenture Trustee and constitutes the legal, valid and binding agreement of the CARAT Indenture Trustee, enforceable in accordance with its terms. 

SECTION 6.14 CARAT Indenture Trustee May Enforce Claims Without Possession of CARAT 20__-SN_ Notes. All rights of action and
claims under this CARAT Indenture or the CARAT 20__-SN_ Notes may be prosecuted and enforced by the CARAT Indenture Trustee without the possession of any of the CARAT 20__-SN_ Notes or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the CARAT Indenture Trustee shall be brought in its own name as CARAT Indenture Trustee. Any recovery of judgment shall, 
  

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 after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the
CARAT Indenture Trustee, its agents and counsel, be for the ratable benefit of the CARAT 20__-SN_ Noteholders and (only to the extent expressly provided herein) the CARAT 20__-SN_ Certificateholders in respect of which such judgment has been
obtained. 
 SECTION 6.15 Suit for Enforcement. If a CARAT Event of Default shall occur and be continuing, the CARAT
Indenture Trustee, in its discretion may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the CARAT 20__-SN_ Noteholders under this CARAT Indenture by Proceeding whether for the
specific performance of any covenant or agreement contained in this CARAT Indenture or in aid of the execution of any power granted in this CARAT Indenture or for the enforcement of any other legal, equitable or other remedy as the CARAT Indenture
Trustee, being advised by counsel, shall deem necessary to protect and enforce any of the rights of the CARAT Indenture Trustee or the CARAT 20__-SN_ Noteholders. 

SECTION 6.16 Rights of CARAT 20__-SN_ Noteholders to Direct CARAT Indenture Trustee. The Holders of CARAT 20__-SN_ Notes
evidencing not less than a majority of the Outstanding Amount of the Controlling Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the CARAT Indenture Trustee or exercising any
trust or power conferred on the CARAT Indenture Trustee, including any remedy, trust or power of the CARAT Indenture Trustee as the Holder of the COLT 20__-SN_ Secured Notes; provided, however, that subject to Section 6.1,
the CARAT Indenture Trustee shall have the right to decline to follow any such direction if the CARAT Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the CARAT Indenture Trustee in
good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability; and provided, further, that nothing in this CARAT Indenture shall impair the right of the
CARAT Indenture Trustee to take any action deemed proper by the CARAT Indenture Trustee and which is not inconsistent with such direction by the CARAT 20__-SN_ Noteholders. 

SECTION 6.17 Notification of CARAT 20__-SN_ Noteholders Regarding Certain COLT Events; Waivers of Past Defaults; Amendments and Other
Actions. 
 (a) Upon any Event of Default under the COLT 20__-SN_ Secured Notes pursuant to the COLT Indenture or any
Servicer Default pursuant to the COLT Servicing Agreement of which a Responsible Officer of the CARAT Indenture Trustee has actual knowledge, the CARAT Indenture Trustee shall give prompt written notice thereof to the CARAT 20__-SN_ Noteholders.

 (b) Noteholders whose CARAT 20__-SN_ Notes evidence a majority of the Outstanding Amount of the Class A Notes as of the
close of the preceding Distribution Date (or, if all of the Notes have been paid in full and the CARAT Indenture has been discharged in accordance with its terms), CARAT 20__-SN_ Certificateholders whose CARAT 20__-SN_ Certificates evidence not less
than a majority of the Voting Interests as of the close of the preceding Distribution Date) may, on behalf of all CARAT 20__-SN_ Noteholders and CARAT 20__-SN_ Certificateholders, instruct the CARAT Indenture Trustee as Holder of the COLT 20__-SN_
Secured Notes (i) to waive any default by COLT, the Servicer or any other party to 
  

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 the COLT 20__-SN_ Basic Documents in the performance of its obligations under any applicable COLT 20__-SN_
Basic Document and its consequences, except a default in making any required deposits to or payments from any of the accounts in accordance with this Agreement, (ii) to enter into any amendment, supplement, waiver or other understanding with
respect to the COLT 20__-SN_ Basic Documents or (iii) to take any other action so directed by such Class A Notes or such Certificateholders, as applicable. 

(c) Notwithstanding Section 6.17(b), in the event that a waiver, amendment, supplement, or action under a COLT
Basic Document requires the consent or approval of a supermajority (such as
66 2/3%) or all of the Holders of the COLT 20__-SN_
Secured Notes, then the consent of a like percentage of CARAT 20__-SN_ Noteholders shall be required to take such action or execute such waiver, amendment or supplement. 

ARTICLE VII 

CARAT NOTEHOLDERS’ LISTS AND REPORTS 

SECTION 7.1 Issuing Entity To Furnish CARAT Indenture Trustee Names and Addresses of CARAT 20__-SN_ Noteholders. The Issuing
Entity shall furnish or cause to be furnished by the Trust Administrator to the CARAT Indenture Trustee (a) not more than five days before each Distribution Date a list, in such form as the CARAT Indenture Trustee may reasonably require, of the
names and addresses of the Holders of CARAT 20__-SN_ Notes as of the close of business on the related Record Date, and (b) at such other times as the CARAT Indenture Trustee may request in writing, within 14 days after receipt by the Issuing
Entity of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the CARAT Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished. 
 SECTION 7.2 Preservation of Information, Communications to CARAT 20__-SN_
Noteholders. 
 (a) The CARAT Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of the Holders of CARAT 20__-SN_ Notes contained in the most recent list furnished to the CARAT Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of CARAT 20__-SN_ Notes received by the
CARAT Indenture Trustee in its capacity as Note Registrar. The CARAT Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. 

(b) CARAT 20__-SN_ Noteholders may communicate pursuant to TIA §312(b) with other CARAT 20__-SN_ Noteholders with respect to their
rights under this CARAT Indenture or under the CARAT 20__-SN_ Notes. 
 (c) The Issuing Entity, the CARAT Indenture Trustee and
the Note Registrar shall have the protection of TIA §312(c) 
  

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 SECTION 7.3 Reports by Issuing Entity. 

(a) The Issuing Entity shall: 

(i) file with the CARAT Indenture Trustee within 15 days after the Issuing Entity is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuing Entity may be required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Item 1122 of Regulation AB; 

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

 (iii) supply to the CARAT Indenture Trustee (and the CARAT Indenture Trustee shall transmit by mail to all CARAT 20__-SN_
Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules
and regulations prescribed from time to time by the Commission. 
 (b) Unless the Issuing Entity otherwise determines, the
fiscal year of the Issuer shall end on December 31 of such year. 
 SECTION 7.4 Reports by Trustee. 

(a) Solely to the extent required by TIA § 313(a), within 60 days after each August 15th, beginning with August 15, 20__,
the CARAT Indenture Trustee shall mail to each CARAT 20__-SN_ Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The CARAT Indenture Trustee also shall comply with TIA §
313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to CARAT 20__-SN_ Noteholders, be filed by the CARAT Indenture Trustee with the Commission and each stock exchange, if any, on which
the CARAT 20__-SN_ Notes are listed. The Issuing Entity shall notify the CARAT Indenture Trustee if and when the CARAT 20__-SN_ Notes are listed on any stock exchange. 

(b) On each Distribution Date the CARAT Indenture Trustee shall include with each payment to each CARAT 20__-SN_ Noteholder a copy of the
statement for the related Monthly Period or Periods applicable to such Distribution Date or shall make such statement available on its website as required pursuant to Section 4.07 of the Trust Sale and Administration Agreement.

  

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 ARTICLE VIII 

ACCOUNTS, DISBURSEMENTS AND RELEASES 

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

 SECTION 8.2 Designated Accounts; Payments. 

(a) On or prior to the Series 20__-SN_ Closing Date, the Issuing Entity shall cause the Trust Administrator to establish and maintain, in
the name of the CARAT Indenture Trustee for the benefit of the Financial Parties, the Designated Accounts as provided in Articles IV and V of the Trust Sale and Administration Agreement. 

(b) On or before each Distribution Date, (i) amounts shall be deposited in the CARAT Collection Account as provided in
Section 4.05 of the Trust Sale and Administration Agreement and (ii) the Aggregate Noteholders’ Interest Distributable Amount and the Aggregate Noteholders’ Principal Distributable Amount shall be transferred from the
CARAT Collection Account to the Note Distribution Account, in each case, as and to the extent provided in Section 4.05 of the Trust Sale and Administration Agreement. 

(c) On each Distribution Date, the CARAT Indenture Trustee shall apply and, as required, distribute to the CARAT 20__-SN_ Noteholders all
amounts on deposit in the Note Distribution Account (subject to the Trust Administrator’s rights under Section 5.02 of the Trust Sale and Administration Agreement to Investment Earnings and based on the Trust Administrator’s
Accounting delivered on the related Determination Date pursuant to Section 3.06 of the Pooling and Administration Agreement) in the following order of priority and in the amounts determined as described below: 

(i) On each Distribution Date, except as otherwise provided in clause (iii) below, the amount deposited in the Note
Distribution Account in respect of interest on the CARAT 20__-SN_ Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid
on such Distribution Date to the holders of CARAT 20__-SN_ Notes of each applicable class: 
  

	 	(A)	the Aggregate Class A-_ Interest Distributable Amount shall be paid to the holders of the Class A-_ Notes; 


 

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	 	(B)	the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes; and 


 

	 	(C)	the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes; 


provided, however, that if there are not sufficient funds to so pay the entire amount specified in any of the foregoing priorities for a
particular class of CARAT 20__-SN_ Notes, then the amount available for such class of CARAT 20__-SN_ Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder.

 (ii) Unless otherwise provided in clause (iii) below, an amount equal to the Aggregate Noteholders’
Principal Distributable Amount (or such lesser amount as has been deposited in the Note Distribution Account pursuant to Section 4.05(c) of the Trust Sale and Administration Agreement with respect to payments of principal) shall be
applied to each class of CARAT 20__-SN_ Notes in the following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such class of CARAT 20__-SN_ Notes: 

 

	 	(1)	to the Class A-1 Notes, until the Outstanding Amounts of the Class A-1 Notes is reduced to zero; 


 

	 	(2)	to the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes, ratably in accordance with the Note Principal Balance of the Class A-2a
Notes, the Class A-2b Notes and the Class A-2c Notes, until the Outstanding Amounts of the Class A-2a Notes, the Class A-2b Notes and the Class A-2c Notes are reduced to zero; 


 

	 	(3)	to the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes, ratably in accordance with the Note Principal Balance of the Class A-3a
Notes, the Class A-3b Notes and the Class A-3c Notes, until the Outstanding Amounts of the Class A-3a Notes, the Class A-3b Notes and the Class A-3c Notes are reduced to zero; 


 

	 	(4)	to the Class A-4 Notes, until the Outstanding Amounts of the Class A-4 Notes are reduced to zero; 


 

	 	(5)	to the Class B-1 Notes and the Class B-2 Notes, ratably in accordance with the Note Principal Balance of the Class B-1 Notes and the Class B-2 Notes, until the
Outstanding Amounts of the Class B-1 Notes and Class B-2 Notes are reduced to zero; 

  

	 	(6)	to the Class C Notes, until the Outstanding Amount of the Class C Notes is reduced to zero. 


 

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 (iii) If the CARAT 20__-SN_ Notes have been declared immediately due and payable following
a CARAT Event of Default as provided in Section 5.2, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), any amounts deposited in the Note Distribution Account shall be applied in
accordance with Section 2.7(c). 
 SECTION 8.3 General Provisions Regarding Accounts. 

(a) So long as no Default or CARAT Event of Default shall have occurred and be continuing, all or a portion of the funds in the
Designated Accounts shall be invested in Eligible Investments and reinvested by the CARAT Indenture Trustee upon Issuing Entity Order, subject to the provisions of Section 5.01(b) of the Trust Sale and Administration Agreement. The
Issuing Entity shall not direct the CARAT Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be
perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the CARAT Indenture Trustee to make any such investment or sale, if requested by the CARAT
Indenture Trustee, the Issuing Entity shall deliver to the CARAT Indenture Trustee an Opinion of Counsel acceptable to the CARAT Indenture Trustee, to such effect. 

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

(c) If (i) the Issuing Entity shall have failed to give written investment directions for any funds on deposit in the Designated
Accounts to the CARAT Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Issuing Entity and the CARAT Indenture Trustee) on any Business Day; or (ii) a Default or CARAT Event of Default shall have
occurred and be continuing with respect to the CARAT 20__-SN_ Notes but the CARAT 20__-SN_ Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such CARAT 20__-SN_ Notes shall have been declared due and
payable following a CARAT Event of Default, but amounts collected or receivable from the CARAT Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration; then the CARAT Indenture Trustee
shall, to the fullest extent practicable, invest and reinvest funds in the Designated Accounts in “[Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, #462].” 

SECTION 8.4 Release of CARAT Trust Estate. 

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the CARAT Indenture Trustee may, and when
required by the provisions of this CARAT Indenture shall, execute instruments to release property from the Lien of this CARAT Indenture, or convey the CARAT Indenture Trustee’s interest in the same, in a manner and under circumstances that are
consistent with the provisions of this CARAT Indenture. No party relying 
  

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 upon an instrument executed by the CARAT Indenture Trustee as provided in this Article VIII shall be
bound to ascertain the CARAT Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. 

(b) The CARAT Indenture Trustee shall, at such time as there are no CARAT 20__-SN_ Notes Outstanding and all sums due to the CARAT
Indenture Trustee pursuant to Section 6.7 have been paid and all amounts owing under each Third Party Instrument have been paid, release any remaining portion of the CARAT Trust Estate that secured the CARAT 20__-SN_ Notes and the other
Secured Obligations from the Lien of this CARAT Indenture and, where any such portion of the CARAT Trust Estate is registered in the name of the CARAT Indenture Trustee, re-convey such property, and release to the Issuing Entity or any other Person
entitled thereto any funds then on deposit in the Designated Accounts. The CARAT Indenture Trustee shall release property from the lien of this CARAT Indenture pursuant to this Section 8.4(b) only upon receipt by it of an Issuing Entity
Request and an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

 SECTION 8.5 Opinion of Counsel. The CARAT Indenture Trustee shall receive at least seven days’ notice when
requested by the Issuing Entity to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the CARAT Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in
form and substance satisfactory to the CARAT Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been
complied with and such action shall not materially and adversely impair the security for the Secured Obligations or the rights of the Secured Parties in contravention of the provisions of this CARAT Indenture; provided, however, that
such Opinion of Counsel shall not be required to express an opinion as to the fair value of the CARAT Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the CARAT Indenture Trustee in connection with any such action. 
 ARTICLE IX 

SUPPLEMENTAL INDENTURES 

SECTION 9.1 Supplemental Indentures Without Consent of CARAT 20__-SN_ Noteholders. 

(a) Without the consent of the Holders of any CARAT 20__-SN_ Notes but with prior notice to the Rating Agencies by the Issuing Entity,
the Issuing Entity and the CARAT Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof), in form satisfactory to the CARAT Indenture Trustee, for any of the following purposes: 

(i) to correct or amplify the description of any property at any time subject to the Lien of this CARAT Indenture, or better to assure,
convey and confirm unto the 
  

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 Indenture Trustee any property subject or required to be subjected to the Lien of this CARAT Indenture, or
to subject to additional property to the Lien of this CARAT Indenture; 
 (ii) to evidence the succession, in compliance with
Section 3.10 and the applicable provisions hereof, of another Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity contained herein and in the CARAT 20__-SN_ Notes contained;

 (iii) to add to the covenants of the Issuing Entity, for the benefit of the Securityholders or to surrender any right or
power herein conferred upon the Issuing Entity; 
 (iv) to convey, transfer, assign, mortgage or pledge any property to or with
the CARAT Indenture Trustee; 
 (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental
indenture which may be inconsistent with any other provision herein or in any supplemental indenture or in any other CARAT Basic Document; 

(vi) to evidence and provide for the acceptance of the appointment hereunder of a successor or additional trustee with respect to the
CARAT 20__-SN_ Notes and to add to or change any of the provisions of this CARAT Indenture as shall be necessary and permitted to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of
Article VI; or 
 (vii) to modify, eliminate or add to the provisions of this CARAT Indenture to such extent as shall be
necessary to effect the qualification of this CARAT Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this CARAT Indenture such other provisions as may be expressly required by the TIA, and the CARAT
Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. 

(b) The Issuing Entity and the CARAT Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any
of the CARAT 20__-SN_ Noteholders but with prior notice to the Rating Agencies by the Issuing Entity at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any
manner, or eliminating any of the provisions of, this CARAT Indenture or modifying in any manner the rights of the CARAT 20__-SN_ Noteholders under this CARAT Indenture; provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of any CARAT 20__-SN_ Noteholder. 
 SECTION 9.2
Supplemental Indentures With Consent of CARAT 20__-SN_ Noteholders. 
 (a) The Issuing Entity and the CARAT Indenture
Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies by the Issuing Entity and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class, by Act
of such Holders delivered to the Issuing Entity and the CARAT Indenture Trustee, enter into 
  

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 an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any
manner, or eliminating any of the provisions of, this CARAT Indenture or of modifying in any manner the rights of the CARAT 20__-SN_ Noteholders under this CARAT Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding CARAT 20__-SN_ Note affected thereby: 
 (i) change the due date of any
instalment of principal of or interest on any CARAT 20__-SN_ Note, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency
in which, any CARAT 20__-SN_ Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this CARAT Indenture requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on the CARAT 20__-SN_ Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 

(ii) reduce the percentage of the Outstanding Amount of the Controlling Class, the consent of the Holders of which is required for any
such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this CARAT Indenture or certain defaults hereunder and their consequences as provided for in this CARAT
Indenture; 
 (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

 (iv) reduce the percentage of the Outstanding Amount of the CARAT 20__-SN_ Notes required to direct the CARAT Indenture
Trustee to sell or liquidate the CARAT 20__-SN_ Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding CARAT 20__-SN_
Notes; 
 (v) modify any provision of this Section 9.2 to decrease the required minimum percentage necessary to
approve any amendments to any provisions of this CARAT Indenture or any of the other CARAT Basic Documents; 
 (vi) modify any
of the provisions of this CARAT Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any CARAT 20__-SN_ Note on any Distribution Date (including the calculation of any of the individual
components of such calculation), or modify or alter the provisions of the CARAT Indenture regarding the voting of CARAT 20__-SN_ Notes held by the Issuing Entity, the Seller or any Affiliate of either of them; or 

(vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this CARAT Indenture with respect to any part of
the CARAT 20__-SN_ Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this CARAT Indenture on any property at any time subject thereto or deprive the Holder of any CARAT 20__-SN_ Note of the security
afforded by the Lien of this CARAT Indenture. 
  

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 (b) The CARAT Indenture Trustee may in its discretion determine whether or not any CARAT
20__-SN_ Notes would be affected (such that the consent of each CARAT 20__-SN_ Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be binding upon the Holders
of all CARAT 20__-SN_ Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The CARAT Indenture Trustee shall not be liable for any such determination made in good
faith. 
 (c) It shall be sufficient if an Act of CARAT 20__-SN_ Noteholders approves the substance, but not the form, of any
proposed supplemental indenture. 
 (d) Promptly after the execution by the Issuing Entity and the CARAT Indenture Trustee of
any supplemental indenture pursuant to this Section 9.2, the CARAT Indenture Trustee shall mail to the CARAT 20__-SN_ Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the CARAT Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 

SECTION 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the trusts created by this CARAT Indenture, the CARAT Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this CARAT Indenture. The CARAT Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the CARAT Indenture Trustee’s own rights, duties, liabilities or immunities under this CARAT Indenture or otherwise. 

SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof,
this CARAT Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the CARAT 20__-SN_ Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and
immunities under this CARAT Indenture of the CARAT Indenture Trustee, the Issuing Entity and the CARAT 20__-SN_ Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this CARAT Indenture for any and all purposes. 

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

SECTION 9.6 Reference in CARAT 20__-SN_ Notes to Supplemental Indentures. CARAT 20__-SN_ Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article IX may, and if required by the CARAT Indenture Trustee shall, 
  

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 bear a notation in form approved by the CARAT Indenture Trustee as to any matter provided for in such
supplemental indenture. If the Issuing Entity or the CARAT Indenture Trustee shall so determine, new CARAT 20__-SN_ Notes so modified as to conform, in the opinion of the CARAT Indenture Trustee and the Issuing Entity, to any such supplemental
indenture may be prepared and executed by the Issuing Entity and authenticated and delivered by the CARAT Indenture Trustee in exchange for Outstanding CARAT 20__-SN_ Notes of the same class. 

ARTICLE X 

REDEMPTION OF CARAT NOTES 

SECTION 10.1 Redemption. The CARAT 20__-SN_ Notes are subject to redemption in whole, but not in part, upon the exercise by the
Servicer of its option to purchase the Series 20__-SN_ Lease Assets pursuant to Section 6.01 of the COLT Servicing Agreement, which optional purchase shall effect a redemption of the COLT 20__-SN_ Secured Notes pursuant to
Section 10.1 of the COLT Indenture. Such redemption of the COLT 20__-SN_ Secured Notes shall in turn effect a redemption of the CARAT 20__-SN_ Notes pursuant to this Section 10.1. The Distribution Date on which such
redemption shall occur is the Optional Purchase Date identified by Servicer in its notice of exercise of such purchase option (the “Redemption Date”). The purchase price for the CARAT 20__-SN_ Notes shall be equal to the applicable
Redemption Price; provided, however, that, the Issuing Entity has available funds sufficient to pay such amount. The Trust Administrator or the Issuing Entity shall furnish the Rating Agencies notice of such redemption. If the
CARAT 20__-SN_ Notes are to be redeemed pursuant to this Section 10.1, the Trust Administrator or the Issuing Entity shall furnish notice thereof to the CARAT Indenture Trustee not later than 25 days prior to the Redemption Date and the
CARAT Indenture Trustee (based on such notice) shall withdraw from the CARAT Collection Account and deposit into the Note Distribution Account, on the Redemption Date, the aggregate Redemption Price of the CARAT 20__-SN_ Notes, whereupon all such
CARAT 20__-SN_ Notes shall be due and payable on the Redemption Date. The Servicer shall make the deposit set forth above in immediately available funds on the Optional Purchase Date. Upon the making of such deposit, the CARAT 20__-SN_ Notes and the
CARAT Indenture shall be deemed satisfied and discharged, and the Servicer shall succeed to all interests in and to the Trust (other than the Designated Accounts). 

SECTION 10.2 Form of Redemption Notice. Notice of redemption of the CARAT 20__-SN_ Notes under Section 10.1 shall be
given by the CARAT Indenture Trustee by first-class mail, postage prepaid, mailed not less than five days prior to the applicable Redemption Date to each CARAT 20__-SN_ Noteholder of record at such CARAT 20__-SN_ Noteholder’s address appearing
in the Note Register. 
 (a) All notices of redemption shall state: 

(i) the Redemption Date; 

(ii) the applicable Redemption Price; and 
  

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 (iii) the place where CARAT 20__-SN_ Notes are to be surrendered for payment of the
Redemption Price (which shall be the Agency Office of the Issuing Entity to be maintained as provided in Section 3.2). 

(b) Notice of redemption of the CARAT 20__-SN_ Notes shall be given by the CARAT Indenture Trustee in the name and at the expense of the
Issuing Entity. Failure to give notice of redemption, or any defect therein, to any Holder of any CARAT 20__-SN_ Note shall not impair or affect the validity of the redemption of any other CARAT 20__-SN_ Note. 

SECTION 10.3 CARAT 20__-SN_ Notes Payable on Redemption Date. The Notes shall, following notice of redemption as required by
Section 10.2, on the Redemption Date cease to be Outstanding for purposes of this CARAT Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless the Issuing Entity shall default in
the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price. 

ARTICLE XI 

MISCELLANEOUS 

SECTION 11.1 Compliance Certificates and Opinions, etc. 

(a) Upon any application or request by the Issuing Entity to the CARAT Indenture Trustee to take any action under any provision of this
CARAT Indenture, the Issuing Entity shall furnish to the CARAT Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this CARAT Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CARAT
Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this CARAT Indenture shall include: 

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the
definitions herein relating thereto; 
 (ii) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based; 
 (iii) a statement that, in the
judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

  

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 (iv) a statement as to whether, in the opinion of each such signatory, such condition or
covenant has been complied with. 
 (b) (i) Prior to the deposit with the CARAT Indenture Trustee of any Collateral or other
property (such as securities) that is to be made the basis for the release of any property (such as securities) subject to the Lien of this CARAT Indenture, the Issuing Entity shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this CARAT Indenture, furnish to the CARAT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of
such deposit) to the Issuing Entity of the Collateral or other property (such as securities) to be so deposited. 
 (ii)
Whenever the Issuing Entity is required to furnish to the CARAT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, the Issuing Entity
shall also deliver to the CARAT Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuing Entity of the Collateral and other property (such as securities) to be so deposited as the basis of any such
withdrawal or release since the commencement of the then current fiscal year of the Issuing Entity, as set forth in the certificates delivered pursuant to clause (b)(i) above and this clause (b)(ii), is 10% or more of the Outstanding
Amount of the CARAT 20__-SN_ Notes, but such a certificate need not be furnished with respect to any securities or other property so deposited, if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is
less than $25,000 or less than one percent of the Outstanding Amount of the CARAT 20__-SN_ Notes. 
 (iii) Other than with
respect to the release of any Warranty Secured Notes or Administrative Secured Notes, whenever any property or securities are to be released from the Lien of this CARAT Indenture, the Issuing Entity shall also furnish to the CARAT Indenture Trustee
an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of
such Person the proposed release will not impair the security under this CARAT Indenture in contravention of the provisions of this CARAT Indenture. 

(iv) Whenever the Issuing Entity is required to furnish to the CARAT Indenture Trustee an Officer’s Certificate certifying or
stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, the Issuing Entity shall also furnish to the CARAT Indenture Trustee an Independent Certificate as to the same matters if the fair value of the
property or securities and of all other property, other than Warranty Secured Notes and Administrative Secured Notes, proposed to be released from the Lien of this CARAT Indenture since the commencement of the then current calendar year, as set
forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the CARAT 20__-SN_ Notes, but such certificate need not be furnished with respect to any release of
securities or other property proposed to be released if the fair value of the securities or other property proposed to be released as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then
Outstanding Amount of the CARAT 20__-SN_ Notes. 
  

 58 








 (v) Notwithstanding Section 2.9 or any other provision of this
Section 11.1, the Issuing Entity may (A) collect, liquidate, sell or otherwise dispose of COLT 20__-SN_ Secured Notes as and to the extent permitted or required by the CARAT Basic Documents, (B) make cash payments out of the
Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the CARAT Basic Documents and (C) take any other action not inconsistent with the TIA. 

SECTION 11.2 Form of Documents Delivered to CARAT Indenture Trustee. 

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

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

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this CARAT Indenture, they may, but need not, be consolidated and form one instrument. 

(d) Whenever in this CARAT Indenture, in connection with any application or certificate or report to the CARAT Indenture Trustee, it is
provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of
the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have
such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the CARAT Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Article VI. 
 SECTION 11.3 Acts of CARAT 20__-SN_ Noteholders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this CARAT Indenture to be given
or taken by CARAT 20__-SN_ 
  

 59 








 Noteholders or a class of CARAT 20__-SN_ Noteholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such CARAT 20__-SN_ Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or
instruments are delivered to the CARAT Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of the CARAT 20__-SN_ Noteholders, as applicable, signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
CARAT Indenture and (subject to Section 6.1) conclusive in favor of the CARAT Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 11.3. 

(b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the CARAT
Indenture Trustee deems sufficient. 
 (c) The ownership of CARAT 20__-SN_ Notes shall be proved by the Note Register.

 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any CARAT
20__-SN_ Notes (or any one or more Predecessor CARAT 20__-SN_ Notes) shall bind the Holder of every CARAT 20__-SN_ Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered
to be done by the CARAT Indenture Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such CARAT 20__-SN_ Note. 

SECTION 11.4 Notices, etc., to CARAT Indenture Trustee, Issuing Entity and Rating Agencies. Any request, demand, authorization,
direction, notice, consent, waiver or Act of CARAT 20__-SN_ Noteholders or other documents provided or permitted by this CARAT Indenture to be made upon, given or furnished to or filed with: 

(a) the CARAT Indenture Trustee by any CARAT 20__-SN_ Noteholder or by the Issuing Entity shall be made, given, furnished or filed in
writing to or with the CARAT Indenture Trustee at its Corporate Trust Office; or 
 (b) the Issuing Entity by the CARAT
Indenture Trustee or any CARAT 20__-SN_ Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail,
return receipt requested to the Issuing Entity and the CARAT Owner Trustee each at the address specified in Appendix B to the Trust Sale and Administration Agreement. 

The Issuing Entity shall promptly transmit any notice received by it from the CARAT 20__-SN_ Noteholders to the CARAT Indenture Trustee.
The CARAT Indenture Trustee shall likewise promptly transmit any notice received by it from the CARAT 20__-SN_ Noteholders to the Issuing Entity. 

(c) Notices required to be given to the Rating Agencies by the Issuing Entity and the CARAT Indenture Trustee or the CARAT Owner Trustee
shall be delivered as specified in Appendix B to the Trust Sale and Administration Agreement. 
  

 60 








 SECTION 11.5 Notices to CARAT 20__-SN_ Noteholders; Waiver. 

(a) Where this CARAT Indenture provides for notice to the CARAT 20__-SN_ Noteholders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each CARAT 20__-SN_ Noteholder affected by such event, at such Person’s address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If notice to CARAT 20__-SN_ Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any
particular CARAT 20__-SN_ Noteholder shall affect the sufficiency of such notice with respect to other CARAT 20__-SN_ Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given
regardless of whether such notice is in fact actually received. 
 (b) Where this CARAT Indenture provides for notice in any
manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by CARAT 20__-SN_ Noteholders shall be filed with
the CARAT Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. 

(c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event of CARAT 20__-SN_ Noteholders when such notice is required to be given pursuant to any provision of this CARAT Indenture, then any manner of giving such notice as shall be satisfactory to the CARAT Indenture
Trustee shall be deemed to be a sufficient giving of such notice. 
 (d) Where this CARAT Indenture provides for notice to the
Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a CARAT Event of Default. 

SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this CARAT Indenture or any of the CARAT
20__-SN_ Notes to the contrary, the Issuing Entity may enter into any agreement with any Holder of a CARAT 20__-SN_ Note providing for a method of payment, or notice by the CARAT Indenture Trustee or any Paying Agent to such Holder, that is
different from the methods provided for in this CARAT Indenture for such payments or notices. The Issuing Entity shall furnish to the CARAT Indenture Trustee a copy of each such agreement and the CARAT Indenture Trustee shall cause payments to be
made and notices to be given in accordance with such agreements and at the expense of the Issuing Entity. 
 SECTION 11.7
Conflict with Trust Indenture Act. 
 (a) If any provision hereof limits, qualifies or conflicts with another provision
hereof that is required to be included in this CARAT Indenture by any of the provisions of the TIA, such required provision shall control. 
  

 61 








 (b) The provisions of TIA §§ 310 through 317 that impose duties on any Person
(including the provisions automatically deemed included herein unless expressly excluded by this CARAT Indenture) are a part of and govern this CARAT Indenture, whether or not physically contained herein. 

SECTION 11.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. 
 SECTION 11.9 Successors and Assigns. 

(a) All covenants and agreements in this CARAT Indenture and the CARAT 20__-SN_ Notes by the Issuing Entity shall bind its successors and
assigns, whether so expressed or not. 
 (b) All covenants and agreements of the CARAT Indenture Trustee in this CARAT Indenture
shall bind its successors and assigns, whether so expressed or not. 
 SECTION 11.10 Severability. In case any provision
in this CARAT Indenture or in the CARAT 20__-SN_ Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 11.11 Benefits of CARAT Indenture. Nothing in this CARAT Indenture or in the CARAT 20__-SN_ Notes, express or implied,
shall give to any Person, other than the parties hereto and their successors hereunder, and to the extent expressly provided herein, the CARAT 20__-SN_ Noteholders, the CARAT 20__-SN_ Certificateholders, any other party secured hereunder, any other
Person with an ownership interest in any part of the CARAT Trust Estate and any holder of a Third Party Instrument, any benefit or any legal or equitable right, remedy or claim under this CARAT Indenture. The holder of a Third Party Instrument shall
be a third-party beneficiary to this CARAT Indenture only to the extent that it has any rights specified herein or rights with respect to this CARAT Indenture specified under the Swap Counterparty Rights Agreement. 

SECTION 11.12 Legal Holidays. If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the CARAT 20__-SN_ Notes or this CARAT Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date. 
 SECTION 11.13 GOVERNING LAW. THIS CARAT INDENTURE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS CARAT INDENTURE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  

 62 








 SECTION 11.14 Counterparts. This CARAT Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

SECTION 11.15 Recording of CARAT Indenture. If this CARAT Indenture is subject to recording in any appropriate public recording
offices, such recording is to be effected by the Issuing Entity and at its expense accompanied by an Opinion of Counsel (which may be counsel to the CARAT Indenture Trustee or any other counsel reasonably acceptable to the CARAT Indenture Trustee)
to the effect that such recording is necessary either for the protection of the CARAT 20__-SN_ Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the CARAT Indenture Trustee under this CARAT
Indenture. 
 SECTION 11.16 No Recourse. No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuing Entity, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under this CARAT Indenture or any certificate or other writing delivered in connection herewith or therewith, against:

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

(b) the Depositor or any other owner of a beneficial interest in the Issuing Entity; or 

(c) any partner, owner, beneficiary, agent, officer, director, employee or agent of the CARAT Indenture Trustee or the CARAT Owner
Trustee in its individual capacity, the Depositor or any other holder of a beneficial interest in the Issuing Entity, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT
Owner Trustee in its individual capacity (or any of their successors or assigns), except as any such Person may have expressly agreed (it being understood that the CARAT Indenture Trustee and the CARAT Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call
owing to such entity. For all purposes of this CARAT Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder, the CARAT 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. 
 SECTION 11.17 No Petition. The CARAT
Indenture Trustee, by entering into this CARAT Indenture, and each CARAT 20__-SN_ Noteholder and Note Owner, by accepting a CARAT 20__-SN_ Note (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date
which is one year and one day after the termination of this CARAT Indenture acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or
sustaining a case against the Depositor or the Issuing Entity under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the
Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the 
  

 63 








 Depositor or the Issuing Entity, that they will not look to property or assets of the Depositor in respect
to such obligations, that such obligations shall not constitute a claim against the Depositor in respect to such obligations, and that such obligations shall not constitute a claim against the Issuing Entity in the event that the Issuing
Entity’s assets are insufficient to pay in full such obligations, in each case for one year and one day after all CARAT 20__-SN_ Notes are paid in full. 

SECTION 11.18 Inspection. The Issuing Entity agrees that, on reasonable prior notice, it shall permit any representative of the
CARAT Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited
by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The CARAT Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the CARAT Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. 

SECTION 11.19 Indemnification by and Reimbursement of the Trust Administrator. The CARAT Indenture Trustee acknowledges and agrees
to reimburse (i) the Trust Administrator and its directors, officers, employees and agents in accordance with Section 6.03(b) of the Trust Sale and Administration Agreement and (ii) the Depositor and its directors, officers,
employees and agents in accordance with Section 3.04 of the Trust Sale and Administration Agreement. The CARAT Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the Trust
Administrator’s obligation to indemnify, defend and hold the CARAT Indenture Trustee harmless as set forth in Section 6.01(a) of the Trust Sale and Administration Agreement. 

 

 64 








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

			
	 CAPITAL AUTO RECEIVABLES ASSET

TRUST 20__-SN_

		
	By:	 	[                             
                       ], not in its individual capacity but solely as CARAT Owner Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[                           
                     ], not in its individual capacity but solely as CARAT Indenture Trustee,
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 S-1 









					
	STATE OF
                                    )	  		  	
	                              
                          ) ss	  		  	
	COUNTY OF
                                )	  		  	

 BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day
personally appeared             , known to me to be the person[s] and officer[s] whose name[s] is/are subscribed to the foregoing instrument and acknowledged to me that the same was
the act of the said Capital Auto Receivables Asset Trust 20__-SN_, a Delaware statutory trust, and that [she/he/they] executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities
therein stated. 
 GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the     day of
                    , 20    . 

Notary Public in and for the State of
                     
  

							
	My commission
expires:
                                       
             	 		 		 	
		 		 		 	









					
	STATE OF
                                    )	  		  	
	                              
                          ) ss	  		  	
	COUNTY OF
                                )	  		  	

 BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day
personally appeared
                                        ,
known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said
[                                ], and that he executed the same as the act of
said national banking association for the purpose and consideration therein stated. 
 GIVEN UNDER MY HAND AND SEAL OF OFFICE,
this the     day of                     , 20    . 

Notary Public in and for the State of
                     
  

							
	My commission
expires:
                                       
         	 		 		 	
		 		 		 	








 EXHIBIT A 

LOCATION OF 

SCHEDULE OF COLT 20__-SN_ SECURED NOTES 

The Schedule of COLT 20__-SN_ Secured Notes is on file at the offices of: 

1. The CARAT Indenture Trustee 

2. The CARAT Owner Trustee 

3. The COLT Indenture Trustee 

4. Ally Financial Inc. 

5. Capital Auto Receivables LLC 
  

 A-1 








 EXHIBIT B 

FORM OF NOTE DEPOSITORY AGREEMENT FOR THE OFFERED NOTES 

[To be inserted.] 
  

 B-1 








 EXHIBIT C-1 

FORM OF [CLASS A-_], [CLASS A-_] AND 

CLASS [A-_] FIXED RATE ASSET BACKED NOTE 
  

			
	REGISTERED	  	$[                    ]


No. R-[__] 
 Interest Rate
[        ] % per annum 
 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. [            ] 

UNLESS THIS [CLASS A-_] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [CLASS A-_] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THE PRINCIPAL
OF THIS [CLASS A-_] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS [CLASS A-_] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

 

 C-1-1 








 CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_ 

[CLASS A-_] [CLASS A-_] [CLASS A-_] FIXED RATE 

ASSET BACKED NOTES 

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuing Entity”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
            DOLLARS ($            ) or such lesser outstanding amount as may be payable in accordance with the
CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the principal amount hereof and the
denominator of which is aggregate principal amount for such [Class A-_] Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-_] Notes pursuant
to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this [Class A-_] Note shall be due and payable on
[            ] (the “Final Scheduled Distribution Date”), unless this [Class A-_] Note is earlier redeemed, pursuant to Section 10.1 of the CARAT
Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this [Class A-_] Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT
Indenture until the principal of this [Class A-_] Note is paid or made available for payment on the principal amount of this [Class A-_] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on
the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the [Class A-_] Notes will accrue from and including the Series 20__-SN_ Closing Date at the
rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Distribution Date for the [Class A-_] Notes. Interest will be
computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, 17/360). Such principal of and interest on this [Class A-_] Note shall be paid in the manner specified in the CARAT Indenture. All
interest payments on this [Class A-_] Note on any Distribution Date shall be made pro rata to the [Class A-_] Noteholders entitled thereto. 

The principal of and interest on this [Class A-_] Note are payable in such coin or currency of the United States of America which, at the
time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this [Class A-_] Note shall be applied first to interest due and payable on this [Class A-_] Note as provided above and
then to the unpaid principal of this [Class A-_] Note. 
 Reference is made to the further provisions of this [Class A-_] Note
set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this [Class A-_] Note. 

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual
signature, this [Class A-_] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

 

 C-1-2 








 IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or
in facsimile, by its Authorized Officer. 
 Date:             ,
20     
  

			
	 CAPITAL AUTO RECEIVABLES ASSET

TRUST 20        -SN    

		
	 By:
	 	[                        ], not in its
individual capacity but solely as CARAT Owner Trustee
		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

 C-1-3 








 CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the CARAT 20__-SN_ Notes designated above and referred to in the within-mentioned CARAT Indenture. 

 

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


  

			
	
		
	By:	 	 
	 Name:
	 	
	 Title:
	 	


  

 C-1-4 








 REVERSE OF NOTE 

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuing Entity, designated as [Class A-_] Fixed
Rate Asset Backed Notes (herein called the “[Class A-_] Notes”), all issued under a CARAT Indenture, dated as of             ,
20            (such CARAT Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuing Entity and
            , as trustee (the “CARAT Indenture Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The [Class A-_] Notes are one of
several duly authorized classes of CARAT 20__-SN_ Notes of the Issuing Entity issued pursuant to the CARAT Indenture (collectively, as to all CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_
Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which
such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT
Indenture. 
 The [Class A-_] Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be
equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. 
 By acquiring a
CARAT 20__-SN_ Note or any interest therein, each purchaser and transferee will be deemed to represent and warrant that either (A) it is not an (i) “employee benefit plan” (as defined in Section 3(3) of the United States
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”), that is subject to Section 4975 of the Code, (iii) an entity that is deemed to hold “Plan Assets” of any of the foregoing, or (iv) any other plan that is subject to a law that is
substantially similar to Title I of ERISA or Section 4975 of the Code, or (B) the acquisition and holding of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or
Section 4975 of the Code or a non-exempt violation of any substantially similar applicable law. 
 Each CARAT 20__-SN_
Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuing Entity, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT
Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the CARAT Owner 

 

 C-1-5 








 Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the
CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. 
 Each
CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT
20__-SN_ Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity. 

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial
interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat
the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross
or net income. 
 Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuing Entity, the
CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is
registered as the owner hereof for all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuing Entity, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. 

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuing Entity and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuing Entity with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount
of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT
20__-SN_ Notes, to waive compliance by the Issuing Entity with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note
(or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued 

 

 C-1-6 








 upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the CARAT 20__-SN_
Noteholders. 
 The term “Issuing Entity” as used in this CARAT 20__-SN_ Note includes any successor to the
Issuing Entity under the CARAT Indenture. 
 The Issuing Entity is permitted by the CARAT Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture. 

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain
limitations therein set forth. 
 THIS CARAT 20__-SN_ NOTE AND THE CARAT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 No reference herein to the
CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note
at the times, place and rate, and in the coin or currency herein prescribed. 
 Anything herein to the contrary notwithstanding,
except as expressly provided in the CARAT Basic Documents, neither the Depositor, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the
Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuing Entity. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT
Basic Documents, in the case of a CARAT Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note. 

 

 C-1-7 








 ASSIGNMENT 

 

					
	Social Security or taxpayer I.D. or other identifying number of assignee
	  
	 		 	
	
	 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

	  

	(name and address of assignee)
	  
 the within CARAT 20__-SN_ Note and all rights
thereunder, and hereby irrevocably constitutes and appoints
                                        ,
as attorney, to transfer said CARAT 20__-SN_ Note on the books kept for registration thereof, with full power of substitution in the premises.


  

								
	
Dated:                       
                 
	  	__________________________________
	  	1
	  
	 	
		  	Signature Guaranteed:	  			 	
	  
	  	  
	  			 	

  
  

 

	1
	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_
Note in every particular, without alteration, enlargement or any change whatsoever. 


  

 C-1-8 








 EXHIBIT C-2 

FORM OF CLASS A-_ FLOATING RATE ASSET BACKED NOTE 

			
	REGISTERED	  	$[            ]
		
	No. R-[            ]	  	

 Interest Rate: LIBOR + [__] % per annum 

SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. [__] 

UNLESS THIS [CLASS A-_] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [CLASS A-_] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THE PRINCIPAL OF THIS
[CLASS A-_] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS [CLASS A-_] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

 

 C-2-1 








 CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_ 

[CLASS A-_] FLOATING RATE ASSET BACKED NOTES 

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of             DOLLARS
($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the initial aggregate principal amount for such [Class A-_]
Notes, by (ii) the aggregate amount, if any, payable on such Distribution Date from the CARAT 20__-SN_ Note Distribution Account in respect of principal on this [Class A-_] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture;
provided, however, that the entire unpaid principal amount of this [Class A-_] Note shall be due and payable on
[                    ] (the “Final Scheduled Distribution Date”), unless this [Class A-_] Note is earlier redeemed pursuant
to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this [Class A-_] Note on each Distribution Date in accordance with the terms of the
CARAT Indenture until the principal of this [Class A-_] Note is paid or made available for payment on the principal amount of this [Class A-_] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made
on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the [Class A-_] Notes will accrue from and including the Series 20__-SN_ Closing Date at
the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Class on such Distribution Date for the [Class A-_] Notes.
Interest will be computed on the basis of actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date) to but excluding the current
Distribution Date and a 360-day year. Such principal of and interest on this [Class A-_] Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on the [Class A-_] Notes on any Distribution Date shall be made pro
rata to the [Class A-_] Noteholders entitled thereto. 
 The principal of and interest on this [Class A-_] Note are payable in
such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this [Class A-_] Note shall be applied first to interest
due and payable on this [Class A-_] Note as provided above and then to the unpaid principal of this [Class A-_] Note as provided above. 

Reference is made to the further provisions of this [Class A-_] Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this [Class A-_] Note. 
 Unless the certificate of authentication hereon has been
executed by the CARAT Indenture Trustee whose name appears below by manual signature, this [Class A-_] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

  

 C-2-2 








 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
 Date:
                    , 20__ 
  

			
	 CAPITAL AUTO RECEIVABLES ASSET

TRUST 20__-SN_

		
	By:	 	                             
                                         
      ,
		 	not in its individual capacity
		 	but solely as CARAT Owner Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 C-2-3 








 CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture. 

 

			
	 ________, not in its individual capacity but solely as CARAT Indenture Trustee

 

	By:	 	  

	Name:	 	
	Title:	 	


  

 C-2-4 








 REVERSE OF NOTE 

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as its [Class A-_] Floating
Rate Asset Backed Notes (herein called the “[Class A-_] Notes”), all issued under an CARAT Indenture, dated as of             ,
20            (such CARAT Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and
            , as trustee (the “CARAT Indenture Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The [Class A-_] Notes are one of several duly
authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by
and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound.
All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. 

The [Class A-_] Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably
secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. 
 Each CARAT 20__-SN_ Noteholder or
Note Owner will be deemed to represent and warrant that either (A) it is not (i) an “employee benefit plan” (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), that is subject to the provisions of Title I of ERISA, (ii) a “plan” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any
entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under
Section 406(a) of ERISA or Section 4975 of the Code. 
 Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of
a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee
or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their
individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in
their individual capacities, any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual
capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any instalment or call owing to such entity. 
  

 C-2-5 








 Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in
the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the
termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case
against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. 
 Each
CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax law
as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and local
income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. 

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the Indenture Trustee and any agent of
the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all
purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. 

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the
Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_
Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of
more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent
of the Noteholders. 
  

 C-2-6 








 The term “Issuer” as used in this CARAT 20__-SN_ Note includes any
successor to the Issuer under the CARAT Indenture. 
 The Issuer is permitted by the CARAT Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture. 

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain
limitations therein set forth. 
 This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed. 

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust
Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the
assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note. 
  

 C-2-7 








 ASSIGNMENT 

 

					
	Social Security or taxpayer I.D. or other identifying number of assignee
	  
	 		  	

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

	
	  

	(name and address of assignee)

 the within
CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                         
           , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 

 

							
	
Dated:                       
             
	    	  
	  	2
	  	
		    	 Signature Guaranteed
	  		  	
	  
	    	  
	  		  	

  
  

 

	2
	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_ in
every particular, without alteration, enlargement or any change whatsoever. 


  

 C-2-8 








 EXHIBIT C-3 

FORM OF RULE 144A GLOBAL 

CLASS A-1 NOTE 
  

			
	 REGISTERED
	  	Up to $                    


No. R-144A 
 Interest Rate
[    ] % per annum 
 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. [    ] 

UNLESS THIS RULE 144A GLOBAL CLASS A-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY RULE 144A GLOBAL CLASS A-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

THE PRINCIPAL OF THIS RULE 144A GLOBAL CLASS A-1 NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS RULE 144A GLOBAL CLASS A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

THIS RULE 144A GLOBAL CLASS A-1 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) THE HOLDER OF
THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE CARAT INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE l44A UNDER THE U.S. SECURITIES ACT AND IS
ACQUIRING THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS). 

 

 C-3-1 








 NO SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GLOBAL CLASS A-1 NOTE (OR INTEREST
THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION
2.15(c) OR (d) UNDER THE CARAT INDENTURE AND THAT (A) IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDER RULE l44A UNDER THE U.S. SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER “QUALIFIED
INSTITUTIONAL BUYERS” AS DEFINED UNDER RULE 144A UNDER THE U.S SECURITIES ACT, AND (B) IT IS AWARE THAT THE TRANSFEROR OF SUCH RULE 144A CLASS A-1 NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT
AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS
SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (B) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE
EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT. 

 

 C-3-2 








 CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_ 

RULE 144A GLOBAL 4 

CLASS A-1 NOTES 

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum up to             DOLLARS
($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the principal amount hereof and the denominator of which is aggregate principal amount for the Class A-1 Notes by
(ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture;
provided, however, that the entire unpaid principal amount of this Rule 144A Global Class A-1 Note shall be due and payable on May 15, 20    (the “Final Scheduled Distribution
Date”), unless this Rule 144A Global Class A-1 Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay
interest on this Rule 144A Global Class A-1 Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this Rule 144A Global Class A-1 Note is paid or made
available for payment on the principal amount of this Rule 144A Global Class A-1 Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial
Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the Class A-1 Notes will accrue from and including the Series 20__-SN_ Closing Date at the rate per annum shown above, and will be payable
on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Distribution Date for the Class A-1 Notes. Interest will be computed on the basis of actual number of days
elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and
interest on this Rule 144A Global Class A-1 Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this Rule 144A Global Class A-1 Note on any Distribution Date shall be made pro rata to the
Class A-1 Noteholders entitled thereto. 
 The principal of and interest on this Rule 144A Global Class A-1 Note is
payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Rule 144A Global Class A-1 Note shall
be applied first to interest due and payable on this Rule 144A Global Class A-1 Note as provided above and then to the unpaid principal of this Rule 144A Global Class A-1 Note. 

Reference is made to the further provisions of this Rule 144A Global Class A-1 Note set forth on the reverse hereof, which shall
have the same effect as though fully set forth on the face of this Rule 144A Global Class A-1 Note. 
  

 C-3-3 








 Unless the certificate of authentication hereon has been executed by the CARAT Indenture
Trustee whose name appears below by manual signature, this Rule 144A Global Class A-1 Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

 

 C-3-4 








 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
 Date:
                    , 20     

 

			
	 CAPITAL AUTO RECEIVABLES ASSET

TRUST 20__-SN_

		
	By:	 	                    , not in its individual capacity but solely as
CARAT Owner Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 C-3-5 








 CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture. 

 

			
	             ,
not in its individual capacity but solely
 as CARAT Indenture Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	


  

 C-3-6 








 REVERSE OF NOTE 

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as Class A-1 Fixed Rate
Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under a CARAT Indenture, dated as of             , 20    (such CARAT
Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and             , as trustee (the “CARAT Indenture
Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of
the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The Class A-1 Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all
CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which
CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT
Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. 
 The
Class A-1 Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. 

Each CARAT 20__-SN_ Noteholder or Note Owner will be deemed to represent and warrant that either (A) it is not (i) an
“employee benefit plan” (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii) a
“plan” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity
or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. 

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial
interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under
the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in
the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

  

 C-3-7 








 Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in
the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the
termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case
against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. 
 Each
CARAT 20__-SN_ Noteholder or Note Owner , by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax
law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and
local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. 

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the CARAT Indenture Trustee and any
agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for
all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. 

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the
Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_
Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of
more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent
of the Noteholders. 
  

 C-3-8 








 The term “Issuer” as used in this CARAT 20__-SN_ Note includes any
successor to the Issuer under the CARAT Indenture. 
 The Issuer is permitted by the CARAT Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture. 

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain
limitations therein set forth. 
 This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed. 

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust
Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the
assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note. 
  

 C-3-9 








 ASSIGNMENT 

 

					
	Social Security or taxpayer I.D. or other identifying number of assignee
	  
	 		  	

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

	
	  

	(name and address of assignee)

 the within
CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        , as
attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 
  

							
	
Dated:                       
             
	    	  
	 	3
	  	
		    	 Signature Guaranteed
	 		  	
	  
	    	  
	 		  	

  
  

 

	3
	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_
Note in every particular, without alteration, enlargement or any change whatsoever. 


  

 C-3-10 








 EXHIBIT C-4 

FORM OF TEMPORARY REGULATION S 

GLOBAL CLASS A-1 NOTE 
  

				
	 REGISTERED
	  	Up to $	                    


No. R-Temporary Regulation S 
 Interest Rate
[__] % per annum 
 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. [__] 

THIS NOTE IS A TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE CARAT INDENTURE
REFERRED TO HEREIN. 
 UNLESS THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

THE PRINCIPAL OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

NO BENEFICIAL OWNER OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF
PRINCIPAL OR INTEREST HEREIN UNLESS SUCH BENEFICIAL OWNER SHALL HAVE DELIVERED A CERTIFICATION IN THE FORM ATTACHED AS ANNEX A TO EXHIBIT D-5 TO THE CARAT INDENTURE TO CLEARSTREAM, LUXEMBOURG OR EUROCLEAR. 

 

 C-4-1 








 THE HOLDER OF THIS TEMPORARY REGULATION S CLASS A-1 GLOBAL NOTE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE EXCHANGE DATE EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 
 THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE U.S. SECURITIES ACT OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE (OR INTEREST THEREIN) THE
HOLDER OF THIS TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE CARAT INDENTURE TRUSTEE THAT IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THE CLASS A-1 NOTE OUTSIDE OF
THE UNITED STATES IN ACCORDANCE WITH REGULATION S. 
 NO SALE, PLEDGE OR OTHER TRANSFER OF THIS TEMPORARY REGULATION S GLOBAL
CLASS A-1 NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A “QUALIFIED INSTITUTIONAL BUYER” THAT DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION
2.15(c) OR (d) UNDER THE CARAT INDENTURE AND THAT (A) IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDER RULE l44A UNDER THE U.S. SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER “QUALIFIED
INSTITUTIONAL BUYERS” AS DEFINED UNDER RULE 144A UNDER THE U.S SECURITIES ACT, AND (B) IT IS AWARE THAT THE TRANSFEROR OF SUCH TEMPORARY REGULATION S GLOBAL CLASS A-1 NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE
SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN
WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (B) THE CARAT INDENTURE 

 

 C-4-2 








 TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE
TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT. 

 

 C-4-3 








 CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_ 

TEMPORARY REGULATION S 

GLOBAL CLASS A-1 NOTES 

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum up to              DOLLARS
($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the principal amount hereof and the denominator of which is aggregate principal amount for the Class A-1 Notes by
(ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture;
provided, however, that the entire unpaid principal amount of this Temporary Regulation S Global Class A-1 Note shall be due and payable on May 15, 20     (the “Final Scheduled Distribution
Date”), unless this Temporary Regulation S Global Class A-1 Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The
Issuer shall pay interest on this Temporary Regulation S Global Class A-1 Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this Temporary Regulation S
Global Class A-1 Note is paid or made available for payment on the principal amount of this Temporary Regulation S Global Class A-1 Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made
on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the Class A-1 Notes will accrue from and including the Series 20__-SN_ Closing Date
at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Distribution Date for the Class A-1 Notes. Interest
will be computed on the basis of actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date) to but excluding the current
Distribution Date and a 360-day year. Such principal of and interest on this Temporary Regulation S Global Class A-1 Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this Temporary Regulation S Global
Class A-1 Note on any Distribution Date shall be made pro rata to the Class A-1 Noteholders entitled thereto. 
 The
principal of and interest on this Temporary Regulation S Global Class A-1 Note is payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Temporary Regulation S Global Class A-1 Note shall be applied first to interest due and payable on this Temporary Regulation S Global Class A-1 Note as provided above and then to the unpaid
principal of this Temporary Regulation S Global Class A-1 Note. 
  

 C-4-4 








 Reference is made to the further provisions of this Temporary Regulation S Global
Class A-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Temporary Regulation S Global Class A-1 Note. 

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual
signature, this Temporary Regulation S Global Class A-1 Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

 

 C-4-5 








 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
 Date:             , 20__ 

 

			
	CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_
		
	By:	 	_________________, not in its individual capacity but solely as CARAT Owner Trustee
		 	
	By:	 	  

	Name:	 	
	Title:	 	


  

 C-4-6 








 CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture. 

 

			
	________, not in its individual capacity but solely as CARAT Indenture Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 C-4-7 








 REVERSE OF NOTE 

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as Class A-1 Fixed Rate
Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under a CARAT Indenture, dated as of             , 20     (such CARAT
Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and             , as trustee (the “CARAT Indenture
Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of
the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The Class A-1 Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all
CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which
CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT
Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. 
 The
Class A-1 Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. 

Each CARAT 20__-SN_ Noteholder or Note Owner will be deemed to represent and warrant that either (A) it is not (i) an
“employee benefit plan” (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii) a
“plan” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the
entity or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. 

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial
interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under
the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in
the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

  

 C-4-8 








 Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in
the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the
termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case
against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. 
 Each
CARAT 20__-SN_ Noteholder or Note Owner , by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax
law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and
local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. 

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the CARAT Indenture Trustee and any
agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for
all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. 

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the
Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_
Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of
more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent
of the Noteholders. 
  

 C-4-9 








 The term “Issuer” as used in this CARAT 20__-SN_ Note includes any
successor to the Issuer under the CARAT Indenture. 
 The Issuer is permitted by the CARAT Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture. 

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain
limitations therein set forth. 
 This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed. 

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust
Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the
assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note. 
  

 C-4-10 








 ASSIGNMENT 

 

					
	Social Security or taxpayer I.D. or other identifying number of assignee
		 		 	
	  
	 		 	
	  
 FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto

	  

	(name and address of assignee)
	  
 the within CARAT 20__-SN_ Note and all rights
thereunder, and hereby irrevocably constitutes and appoints
                                         
                       , as attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.


  

								
	
Dated:                       
             
	 	  
	 	4
	  
	  	
		 	Signature Guaranteed:	 			  	
	  
	 	  
	 			  	

  

	4
	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_
Note in every particular, without alteration, enlargement or any change whatsoever. 


  

 C-4-11 








 EXHIBIT C-5 

FORM OF PERMANENT REGULATION S 

GLOBAL CLASS A-1 NOTE 
  

				
	 REGISTERED
	  	Up to $	                    


No. R-Permanent Regulation S 
 Interest Rate
[    ] % per annum 
 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. [__] 

UNLESS THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

THE PRINCIPAL OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE (OR INTEREST
THEREIN) THE HOLDER OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE CARAT INDENTURE TRUSTEE THAT IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THE CLASS A-1
NOTE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S. 
  

 C-5-1 








 NO SALE, PLEDGE OR OTHER TRANSFER OF THIS PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE (OR
INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDER RULE 144A THAT DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO
SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE AND THAT (A) IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDER RULE l44A UNDER THE U.S. SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER
“QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED UNDER RULE 144A UNDER THE U.S SECURITIES ACT, AND (B) IT IS AWARE THAT THE TRANSFEROR OF SUCH PERMANENT REGULATION S GLOBAL CLASS A-1 NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904
OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(c) OR (d) UNDER THE CARAT INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE
TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (B) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN
OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S.
SECURITIES ACT. 
  

 C-5-2 








 CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_ 

PERMANENT REGULATION S 

GLOBAL CLASS A-1 NOTES 

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum up to
                         DOLLARS
($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the principal amount hereof and the denominator of which is aggregate principal amount for the Class A-1 Notes by
(ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Class A-1 Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture;
provided, however, that the entire unpaid principal amount of this Permanent Regulation S Global Class A-1 Note shall be due and payable on May 15, 20     (the “Final Scheduled Distribution
Date”), unless this Permanent Regulation S Global Class A-1 Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The
Issuer shall pay interest on this Permanent Regulation S Global Class A-1 Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this Permanent Regulation S
Global Class A-1 Note is paid or made available for payment on the principal amount of this Permanent Regulation S Global Class A-1Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made
on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on the Class A-1 Notes will accrue from and including the Series 20__-SN_ Closing Date
at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest Distributable Amount for such Distribution Date for the Class A-1 Notes. Interest
will be computed on the basis of actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 20__-SN_ Closing Date) to but excluding the current
Distribution Date and a 360-day year. Such principal of and interest on this Permanent Regulation S Global Class A-1 Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this Permanent Regulation S Global
Class A-1 Note on any Distribution Date shall be made pro rata to the Class A-1 Noteholders entitled thereto. 
 The
principal of and interest on this Permanent Regulation S Global Class A-1 Note is payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Permanent Regulation S Global Class A-1 Note shall be applied first to interest due and payable on this Permanent Regulation S Global Class A-1 Note as provided above and then to the unpaid
principal of this Permanent Regulation S Global Class A-1 Note. 
  

 C-5-3 








 Reference is made to the further provisions of this Permanent Regulation S Global
Class A-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Permanent Regulation S Global Class A-1 Note. 

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual
signature, this Permanent Regulation S Global Class A-1 Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

 

 C-5-4 








 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
 Date:
                    , 20__ 
  

			
	 CAPITAL AUTO RECEIVABLES ASSET TRUST
20__-SN_

		
	 By:
	 	                    , not in its individual capacity but solely as CARAT
Owner Trustee
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 C-5-5 








 CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture. 

 

			
	 ________, not in its individual capacity but solely as
CARAT Indenture Trustee

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 C-5-6 








 REVERSE OF NOTE 

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as Class A-1 Fixed Rate
Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under a CARAT Indenture, dated as of             , 20     (such CARAT
Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and             , as trustee (the “CARAT Indenture
Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of
the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The Class A-1 Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all
CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which
CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT
Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. 
 The
Class A-1 Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. 

Each CARAT 20__-SN_ Noteholder or Note Owner will be deemed to represent and warrant that either (A) it is not (i) an
“employee benefit plan” (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii) a
“plan” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the
entity or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. 

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial
interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under
the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in
the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

  

 C-5-7 








 Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in
the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the
termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case
against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. 
 Each
CARAT 20__-SN_ Noteholder or Note Owner , by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax
law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and
local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. 

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the CARAT Indenture Trustee and any
agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for
all purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. 

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the
Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_
Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of
more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent
of the Noteholders. 
  

 C-5-8 








 The term “Issuer” as used in this CARAT 20__-SN_ Note includes any
successor to the Issuer under the CARAT Indenture. 
 The Issuer is permitted by the CARAT Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture. 

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain
limitations therein set forth. 
 This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed. 

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust
Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the
assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note. 
  

 C-5-9 








 ASSIGNMENT 

 

					
	Social Security or taxpayer I.D. or other identifying number of assignee
	  
	  		  	

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

	
	  

	(name and address of assignee)

 the within
CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                         
               , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 

 

										
	
Dated:                       
             
	 		  	  
	  	5
	  
	 	
		 		  	Signature Guaranteed:	  			 	
	 	 		  	  
	  			 	

  
  

 

	5
	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_
Note in every particular, without alteration, enlargement or any change whatsoever. 


  

 C-5-10 








 EXHIBIT C-6 

FORM OF CLASS A-_ 

FLOATING RATE ASSET BACKED NOTE 
  

			
	 REGISTERED
	  	$____________

 No.
R-[            ] 
 Interest Rate: LIBOR +    %
per annum 
 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP NO. [__] 

THIS [CLASS A-_] NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS [CLASS A-_] NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS [CLASS A-_] NOTE
(OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE l44A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS [CLASS A-_] NOTE (OR INTEREST
THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS). 

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS [CLASS A-_] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER
(i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE SELLER, (ii) SO LONG AS THIS [CLASS A-_] NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE l44A UNDER THE U.S. SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM
THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE l44A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO
ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE 
  

 C-5-1 








 THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY
TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (B) THE INDENTURE TRUSTEE SHALL
REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT
VIOLATE THE U.S. SECURITIES ACT. 
 THE PRINCIPAL OF THIS [CLASS A-_] NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS [CLASS A-_] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_ 

[CLASS A-_] FLOATING RATE ASSET BACKED NOTES 

CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN_, a statutory trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuer”), for value received, hereby promises to pay to U.S. Bank National Association, as Collateral Trustee u/a dated 6/18/01, as amended, Custodian, under a Participation and Custodial Agreement, dtd 04/28/05,
Capital Auto Receivables, Inc., issuer, or registered assigns, the principal sum of             DOLLARS
($            ) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 20__-SN_ Note), on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the initial aggregate principal amount for such [Class A-_]
Notes, by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-_] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT
Indenture; provided, however, that the entire unpaid principal amount of this [Class A-_] Note shall be due and payable on [            ] (the “Final Scheduled
Distribution Date”), unless this [Class A-_] Note is earlier redeemed pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest
on this [Class A-_] Note on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this [Class A-_] Note is paid or made available for payment on the principal amount of this [Class A-_] Note outstanding on
the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 20__-SN_ Closing Date)). Interest on
the [Class A-_] Notes will accrue from and including the Series 20__-SN_ Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 20__-SN_ Noteholders’ Note Class Interest
Distributable Amount for such Class on such Distribution Date for the [Class A-_] Notes. Interest will be computed on the basis of actual number of days 
  

 C-5-2 








 elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from
and including the Series 20__-SN_ Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this [Class A-_] Note shall be paid in the manner specified in the CARAT Indenture. All interest
payments on the [Class A-_] Notes on any Distribution Date shall be made pro rata to the [Class A-_] Noteholders entitled thereto. 

The principal of and interest on this [Class A-_] Note are payable in such coin or currency of the United States of America which, at the
time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this [Class A-_] Note shall be applied first to interest due and payable on this [Class A-_] Note as provided above and then to
the unpaid principal of this [Class A-_] Note as provided above. 
 Reference is made to the further provisions of this [Class
A-_] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this [Class A-_] Note. 

Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual
signature, this [Class A-_] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

 

 C-5-3 








 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
 Date:
                    , 20__ 
  

			
	 CAPITAL AUTO RECEIVABLES ASSET

TRUST 20__-SN_

		
	By:	 	            , not in its individual capacity
		 	but solely as CARAT Owner Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 C-5-4 








 CARAT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the CARAT 20__-SN_ Notes designed above and referred to in the within-mentioned CARAT Indenture. 

 

	
	________, not in its individual capacity but solely as CARAT Indenture Trustee



 

			
	By:	 	  

	Name:	 	
	Title:	 	


  

 C-5-6 








 REVERSE OF NOTE 

This CARAT 20__-SN_ Note is one of a duly authorized issue of CARAT 20__-SN_ Notes of the Issuer, designated as its [Class A-_] Floating
Rate Asset Backed Notes (herein called the “[Class A-_] Notes”), all issued under the CARAT Indenture, dated as of             , 20    
(such CARAT Indenture, as supplemented or amended, is herein called the “CARAT Indenture”), between the Issuer and             , as trustee (the “CARAT
Indenture Trustee”, which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 20__-SN_ Noteholders. The [Class A-_] Notes are one of several duly authorized classes of CARAT 20__-SN_ Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as
to all CARAT 20__-SN_ Notes of all such classes, the “CARAT 20__-SN_ Notes”). The CARAT 20__-SN_ Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to
which CARAT Indenture the Holder of this CARAT 20__-SN_ Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 20__-SN_ Note that are defined in the CARAT
Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. 
 The
[Class A-_] Notes and all other CARAT 20__-SN_ Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. 

Each CARAT 20__-SN_ Noteholder or Note Owner will be deemed to represent and warrant that either (A) it is not (i) an
“employee benefit plan” (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii) a
“plan” as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the
entity or (B) the purchase, holding and disposition of the CARAT 20__-SN_ Note will not result in a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. 

Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial
interest in a CARAT 20__-SN_ Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 20__-SN_ Notes or under
the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in
the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity.

  

 C-5-6 








 Each CARAT 20__-SN_ Noteholder or Note Owner, by acceptance of a CARAT 20__-SN_ Note or, in
the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 20__-SN_ Noteholder will not, prior to the date which is one year and one day after the
termination of the CARAT Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case
against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. 
 Each
CARAT 20__-SN_ Noteholder or Note Owner , by acceptance of a CARAT 20__-SN_ Note or, in the case of a Note Owner, a beneficial interest in a CARAT 20__-SN_ Note, expresses its intention that this CARAT 20__-SN_ Note qualifies under applicable tax
law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 20__-SN_ Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and
local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. 

Prior to the due presentment for registration of transfer of this CARAT 20__-SN_ Note, the Issuer, the Indenture Trustee and any agent of
the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 20__-SN_ Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all
purposes, whether or not this CARAT 20__-SN_ Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. 

The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the CARAT 20__-SN_ Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 20__-SN_ Notes representing a majority of the Outstanding Amount of the
Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 20__-SN_ Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 20__-SN_
Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 20__-SN_ Note (or any one of
more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 20__-SN_ Note and of any CARAT 20__-SN_ Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this CARAT 20__-SN_ Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent
of the Noteholders. 
  

 C-5-7 








 The term “Issuer” as used in this CARAT 20__-SN_ Note includes any
successor to the Issuer under the CARAT Indenture. 
 The Issuer is permitted by the CARAT Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 20__-SN_ Notes under the CARAT Indenture. 

The CARAT 20__-SN_ Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain
limitations therein set forth. 
 This CARAT 20__-SN_ Note and the CARAT Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the CARAT Indenture and no provision of this CARAT 20__-SN_ Note or of the CARAT Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 20__-SN_ Note at the times, place and rate, and in the coin or currency herein prescribed. 

Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust
Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this CARAT 20__-SN_ Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the
assets of the Issuer. The Holder of this CARAT 20__-SN_ Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of an Event of Default under the CARAT Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 20__-SN_ Note. 
  

 C-5-8 








 ASSIGNMENT 

 

					
	Social Security or taxpayer I.D. or other identifying number of assignee	  	
	  
	  		  	

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

	
	  

	 (name and address of assignee)



the within CARAT 20__-SN_ Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                         
               , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 

 

								
	
Dated:                       
             
	 	  
	 	6
	  
	 	
		 	        Signature Guaranteed:        	 			 	
	  
	 	  
	 			 	

  
  

	6	 NOTE: The
signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 20__-SN_ Note in every particular, without alteration, enlargement or any change whatsoever.



  

 C-5-9 








 EXHIBIT D-1 

FORM OF TRANSFEROR CERTIFICATE 

FOR TRANSFERS OF THE RULE 144A 

GLOBAL CLASS A-_ NOTES 

[Date] 

            , as Note Registrar 

 
  

 
  

Re: CARAT 20     -SN   NOTES, CLASS A-     (the “Class A-_
Notes”) 
 Ladies and Gentlemen: 

This letter relates to the sale by
                            (the “Transferor”) to
                            (the “Transferee”) of U.S.
$[            ] aggregate principal balance of Class A-_ Notes (the “Transferred Notes”). The Class A-_ Notes, including the Transferred Notes, were issued
pursuant to the CARAT Indenture, dated as of             , 20     (the “CARAT Indenture”), among Capital Auto Receivables Asset Trust
20     -SN    , as Issuing Entity (the “Issuing Entity”) and             as indenture trustee (the
“CARAT Indenture Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the CARAT Indenture. 

The Transferor hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuing Entity, the CARAT
Indenture Trustee and the Transferee, that the Transferred Notes are being transferred in accordance with (i) the transfer restrictions set forth in the CARAT Indenture and, taken as a whole, the confidential offering memorandum dated
            , 20     relating to the Notes and (ii) Rule 144A under the United States Securities Act of 1933, as amended, to a Transferee that the
Transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A purchasing the Notes for its own account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. 
  

			
	[Name of Transferor]
		
	By:	 	  

	Name:	 	
	Title:	 	


 cc: [Seller] 
  

 D-1-1 








 EXHIBIT D-2 

FORM OF TRANSFEREE CERTIFICATE 

FOR TRANSFERS OF THE RULE 144A 

GLOBAL CLASS A-_ NOTES 

[Date] 

            , as Note Registrar 

 
  

 
  

Re: CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”) 

Ladies and Gentlemen: 

            (the “Transferee”) intends to purchase
from             (the “Transferor”) U.S. $[            ] aggregate principal balance of
Class A-_ Notes (the “Transferred Notes”). The Class A-_ Notes, including the Transferred Notes, were issued pursuant to the CARAT Indenture, dated as of
            , 20     (the “CARAT Indenture”), among Capital Auto Receivables Asset Trust 20    
-SN    , as Issuing Entity (the “Issuing Entity”) and             as indenture trustee (the “CARAT Indenture Trustee”).
All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the CARAT Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuing Entity, the
CARAT Indenture Trustee and the Transferor, that: 
 1. The Transferee is a “qualified institutional buyer” (a
“Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule l44A”) under the Securities Act of 1933, as amended (the “Securities Act”), and has completed one of the forms of
certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it of the Transferred Notes is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred Notes for its own account
or for the account of a Qualified Institutional Buyer, and understands that such Transferred Notes may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own
account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.

 2. The Transferee has been furnished with all information regarding (a) the Transferred Notes and payments thereon,
(b) the nature and performance of the COLT 20__-SN_ Secured Notes and the Series 20__-SN_ Lease Assets, (c) the CARAT Indenture, and (d) any credit enhancement mechanism associated with the Transferred Notes, that it has requested.

  

 D-2-1 









			
	Very truly yours,
	
	  

	(Transferee)
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 D-2-2 








 ANNEX 1 TO EXHIBIT D-2 

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A  

[for Transferees other than Registered Investment Companies] 

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Note Registrar], as Note Registrar,
with respect to the Class A-_ Notes being transferred (the “Transferred Notes”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 

1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Notes (the “Transferee”). 
 2. The Transferee is a “qualified institutional buyer”
as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), because (i) the Transferee owned and/or invested on a discretionary basis
$            in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below. 
  

			
		  	Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust,
partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
		
		  	Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any state, U.S. territory or the District of Columbia, the business of
which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such
date of sale for a foreign bank or equivalent institution.
		
		  	Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution,
which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings and loan association, and not more than 18
months preceding such date of sale for a foreign savings and loan association or equivalent institution.

  

 D-2-3 









			
		
		  	Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. 
		
		  	Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten
by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, U.S. territory or the District of Columbia.
		
		  	State or Local Plan. The Transferee is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of the state or its
political subdivisions, for the benefit of its employees. 
		
		  	ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.
		
		  	Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.
		
		  	Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule l44A pursuant to which it
qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.)
		
		  	  

		
		  	  

		
		  	  



3. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee,
(ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the
Transferee, the Transferee did not include any of the securities referred to in this paragraph. 
 4. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis
of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee’s direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company
under the Securities Exchange Act of 1934, as amended. 
  

 D-2-4 








 5. The Transferee acknowledges that it is familiar with Rule l44A and understands that the Transferor and
other parties related to the Transferred Notes are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A. 

 

							
	  	  	 	  	 	    	Will the Transferee be purchasing the Transferred Notes Yes No only for the Transferee’s own
account?
		  	Yes	  	No	    

 6. If the answer to the foregoing question is “no”, then
in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified
institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 

7. The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until
such notice is given, the Transferee’s purchase of the Transferred Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the
Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available. 

 

			
	  

	Print Name of Transferee
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	Date:	 	


  

 D-2-5 








 ANNEX 2 TO EXHIBIT D-2 

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A  

[for Transferees that are Registered Investment Companies] 

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Note Registrar], as Note Registrar,
with respect to the Class A-_ Notes being transferred (the “Transferred Notes”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 

1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the “Transferee”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule
144A”), because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the “Adviser”). 

2. The Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least $100,000,000
in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family of
Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market. 

The Transferee owned and/or invested on a discretionary basis
$                    in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent
fiscal year (such amount being calculated in accordance with Rule 144A). 
 The Transferee is part of a Family of
Investment Companies which owned in the aggregate $                    in securities (other than the excluded securities referred to below) as
of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A). 
 3. The term
“Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or I investment advisers that are affiliated (by virtue of being majority
owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 
 4. The term
“securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee’s Family of Investment Companies, 

 

 D-2-6 








 
(ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and
(vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s Family of Investment Companies,
the securities referred to in this paragraph were excluded. 
 5. The Transferee is familiar with Rule 144A and understands that the parties to
which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A. 

 

											
		 		 		 		  		  	Will the Transferee be purchasing the Transferred Notes
		 	 Yes
	 		 	 No
	  		  	only for the Transferee’s own account?

 6. If the
answer to the foregoing question is “no”, then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the
meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule l44A. 

7. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such
notice, the Transferee’s purchase of the Transferred Notes will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. 

 

			
	  

	 Print Name of Transferee or Adviser

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	IF AN ADVISER:
	
	  

	Print Name of Transferee
	Date:	 	


  

 D-2-7 








 EXHIBIT D-3 

FORM OF REGULATION S TRANSFER CERTIFICATE 

[Date] 

            , as Note Registrar 

 
  

 
  

 

	 	Re:	CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”) 


                      
  (the “Transferee”) intends to purchase from                         (the
“Transferor”) U.S. $[                    ] aggregate principal balance of Class A-_ Notes (the “Transferred
Notes”). The Class A-_ Notes, including the Transferred Notes, were issued pursuant to the CARAT Indenture, dated as of             , 20    
(the “CARAT Indenture”), among Capital Auto Receivables Asset Trust 20__-SN_, as issuer (the “Issuer”) and             as indenture trustee (the
“CARAT Indenture Trustee”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the CARAT Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar,
and for the benefit of the Issuer, the CARAT Indenture Trustee and the Transferor, that: 
 1. The Transferee is not a U.S.
person (as defined in Regulation S under the Securities Act) and is acquiring the Transferred Notes outside of the United States. 

2. No directed selling efforts were made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable.

 3. The transfer is not part of a plan or scheme to evade the registration requirements of the Securities Act; 

4. The transfer was made in accordance with the applicable provisions of Rule 903 or Rule 904 of Regulation S, as the case may be.

 5. The Transferee has been furnished with all information regarding (a) the Transferred Notes and payments thereon,
(b) the nature and performance of the COLT 20__-SN_ Secured Notes and the Series 20__-SN_ Lease Assets, (c) the CARAT Indenture, and (d) any credit enhancement mechanism associated with the Transferred Notes, that it has requested.

 6. The Transferee understands that the Transferred Notes have not been and will not be registered under the Securities Act,
that any offers, sales or deliveries of the Transferred Notes purchased by the Transferee in the United States or to U.S. persons prior to the date that is 40 days after the later of (i) the commencement of the offering of the Class A-_
Notes and (ii) the Series 20__-SN_ Closing Date, may constitute a violation of United States law, and that (x) distributions of principal and interest and (y) the exchange of beneficial interests in a Temporary Regulation S Global
Class A-_ Note for beneficial interests in the related Permanent Regulation S Global Class A-_ Note, in each case, will be made in respect of such Transferred Notes only 

 

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 following the delivery by the holder of a certification of non-U.S. beneficial ownership, at the times and
in the manner set forth in the CARAT Indenture. 
  

			
	 Very truly yours,

	
	  

	 (Transferee)

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

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 EXHIBIT D-4 

FORM OF RULE 144A TRANSFER CERTIFICATE 

[Date] 

            , as Note Registrar 

 
  

 
  

 

	 	Re:	CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”) 


Ladies and Gentlemen: 

Reference is hereby made to the CARAT Indenture, dated as of
            , 20     (the “CARAT Indenture”) among Capital Auto Receivables Asset Trust 20__-SN_, as issuer (the
“Issuer”) and              as indenture trustee (the “CARAT Indenture Trustee”). Capitalized terms used herein but not defined herein shall have the
meanings assigned thereto in the CARAT Indenture. 
 This letter relates to U.S.
$[                    ] aggregate principal balance of Class A-_ Notes which are held in the form of a Temporary Regulation S Global
Class A-_ Note with the Depository [CUSIP/CINS No.
                                ] in the name of [name of transferor] (the
“Transferor”) to effect [the transfer of the Class A-_ Notes to a person who wishes to take delivery thereof in the form of an equivalent beneficial interest in a Rule 144A Global Note (the “Transferee”)] [the
exchange of the Class A-_ Notes for an equivalent beneficial interest in a Rule 144A Global Class A-_ Note]. 
 In
connection with such request, and in respect of such Notes, the Transferor does hereby certify that such Class A-_ Notes are being transferred in accordance with (i) the transfer restrictions set forth in the CARAT Indenture and the
private placement memorandum dated             , 20     relating to the Notes and (ii) Rule 144A under the United States Securities Act of 1933, as
amended, to a Transferee that the Transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A purchasing the Class A-_ Notes for its own account or for the account of a qualified institutional buyer, in a
transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. 

 

			
	 [Name of Transferor]

		
	 By
	 	  

	 Name:
	 	
	 Title:
	 	


 cc: [Seller] 
  

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 EXHIBIT D-5 

FORM OF CLEARING SYSTEM CERTIFICATE 

[Date] 

            , as Note Registrar 

 
  

 
  

 

	 	Re:	CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”) 


Ladies and Gentlemen: 

Reference is hereby made to the CARAT Indenture, dated as of
            , 20     (the “CARAT Indenture”), among Capital Auto Receivables Asset Trust 20__-SN_, as issuer (the
“Issuer”) and              as indenture trustee (the “CARAT Indenture Trustee”). Capitalized terms used herein but not defined herein shall have the
meanings assigned thereto in the CARAT Indenture. 
 This is to certify that, based solely on certificates we have received in
writing, by tested telex or by electronic transmissions from member organizations appearing in our records as persons being entitled to a portion of the Class A-_ Notes equal to, as of the date hereof, U.S.
$             (our “Member Organizations”), certifies with respect to such portion, substantially to the effect set forth in Annex A hereto. 

We further certify (i) that we are not making available herewith for exchange any portion of the Temporary Regulation S Global
Class A-_ Note excepted in such certificates and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such member organizations with respect to
any portion of the part submitted herewith for exchange are no longer true and cannot be relied upon as at the date hereof. We understand that this certification is required in connection with certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or threatened in connection with this certificate is or would be relevant, we irrevocably authorized you to produce this certificate to any interested party in such
proceedings. 
  

			
	Yours faithfully,
	
	 [CLEARSTREAM, LUXEMBOURG]

or

	 [EUROCLEAR BANK SA/NV,

Brussels office, as operator of the
 Euroclear
System]

		
	By:	 	  




 

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 ANNEX A TO EXHIBIT D-5 

FORM OF MEMBER ORGANIZATION CERTIFICATE 

[Address to Euroclear or Clearstream, Luxembourg, as appropriate] 
  

	 	Re:	CARAT 20__-SN_ NOTES, CLASS A-_ (the “Class A-_ Notes”) 


Ladies and Gentlemen: 

Reference is hereby made to the CARAT Indenture, dated as of
            , 20     (the “CARAT Indenture”), among Capital Auto Receivables Asset Trust 20__-SN_, as issuer (the
“Issuer”) and              as indenture trustee (the “CARAT Indenture Trustee”). Capitalized terms used herein but not defined herein shall have the
meanings assigned thereto in the CARAT Indenture. 
 This is to certify that, as of the date hereof and except as set forth
below, the Class A-_ Notes (the “Class A-_ Notes”) held by you for our account are beneficially owned by non-U.S. persons who purchased the Class A-_ Notes in transactions that did not require registration under the United
States Securities Act of 1933, as amended (the “Securities Act”). As used in this paragraph, the term “U.S. person” has the meaning given to it by Regulation S under the Securities Act. 

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to
the Class A-_ Notes held by you for our account in accordance with your documented procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certificate
applies as of such date. 
 Dated:
                    ,
20    7 

 

	
	Yours faithfully,
	
	 [Name of Person giving the certificate]




 
  

 

	7
	 To be dated no earlier than 15 days prior to the event to which the certification relates. 



 

 D-5-2 








 EXHIBIT E 

RULE 144A CERTIFICATE 

Capital Auto Receivables, Inc. 
 Corporation
Trust Center 
 1209 Orange Street 

Wilmington, DE 19801 

            , as CARAT Indenture Trustee 

Ladies and Gentlemen: 
 In
connection with the purchase of the [Class A-_] Floating Rate Asset Backed Note, (the “[Class A-_] Notes”) of the Capital Auto Receivables Asset Trust 20__-SN_, the undersigned buyer (“Buyer”) hereby acknowledges,
represents and agrees that: 
 (a) Buyer is a “qualified institutional buyer” as defined under Rule 144A
(“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), acting for its own account or for the accounts of other “qualified institutional buyers” as defined under Rule 144A under
the Securities Act. Buyer is familiar with Rule 144A under the Securities Act and Buyer is aware that the seller of the applicable [Class A-_] Notes, as applicable, to the Buyer and other parties intend to rely on the statements made herein and the
exemption from the registration requirements of the Securities Act provided by Rule 144A. 
 (b) Buyer is purchasing the
applicable [Class A-_] Notes for its own account (or the accounts of other “qualified institutional buyers”), not with a view to, or for offer or sale in connection with, any distribution thereof, subject to the disposition of Buyer’s
property (or property held in the accounts of other “qualified institutional buyers”) being at all times within Buyer’s control and subject to Buyer’s ability to resell such [Class A-_] Notes pursuant to Rule 144A under the
Securities Act. Buyer agrees to offer, sell or otherwise transfer such [Class A-_] Notes only in conformity with the restrictions on transfer set forth in the CARAT Indenture dated as of
            , 20     pursuant to which the [Class A-_] Notes were issued and the legend set forth on the definitive physical certificate evidencing the
[Class A-_] Notes. 
 Buyer acknowledges that you and others will rely upon its confirmations, acknowledgments and agreements
set forth herein, and Buyer agrees to notify you promptly in writing if any of the information herein ceases to be accurate and complete. 
  

			
	  

	 Print Name of Buyer

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 Date:
	 	  




 

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 EXHIBIT F 

FORM OF CERTIFICATION 
  

	 	Re:	the
                                         
               dated as of
                                        



	 	    	(the “Agreement”), among
                                         
                                   . 


I,
                                         
                   , the
                                         
                       of
                                         
               (the “Company”), certify to Central Originating Lease Trust (“COLT”) Capital Auto Receivables LLC (“CARI”), and its officers,
with the knowledge and intent that they will rely upon this certification, that: 
 (1) I have reviewed the report on assessment
of the Company’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
Company to COLT, CARI, the COLT Owner Trustee or the CARAT Owner Trustee pursuant to the Agreement (collectively, the “Company Information”); 

(2) To the best of my knowledge, the Company 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 Company Information; and 

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been
provided to COLT, CARI, the COLT Owner Trustee or the CARAT Owner Trustee. 
  

			
	 Dated:
	 	  

		
	 By:
	 	  

		
	 Name:
	 	  

		
	 Title:
	 	  




 

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