Exhibit 4.69


 





Execution Version


 


 


 


INDENTURE


 


 


Dated as of July 1, 2016


 


 


between


 


 


CPS AUTO RECEIVABLES TRUST 2016-C,
as Issuer


 


 


and


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee


 


 


 


 


 





 



 




    	 



    	 



    

INDENTURE dated as
of July 1, 2016, between CPS AUTO RECEIVABLES TRUST 2016-C, a Delaware statutory trust (the “Issuer”), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).


 


Each party agrees
as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s Class
A 1.62% Asset-Backed Notes (the “Class A Notes”), Class B 2.48% Asset-Backed Notes (the “Class B Notes”),
Class C 3.27% Asset-Backed Notes (the “Class C Notes”), Class D 5.92% Asset-Backed Notes (the “Class D Notes”),
Class E 8.39% Asset-Backed Notes (the “Class E Notes” and, together with the Class A Notes, Class B Notes, Class C
Notes and Class D Notes, the “Notes”):


 


As security for the
payment and performance by the Issuer of its obligations under this Indenture and the Notes, the Issuer has agreed to assign the
Collateral (as defined below) as collateral to the Trustee for the benefit of the Noteholders.


 


GRANTING CLAUSE


 


The Issuer hereby
Grants to the Trustee at the Closing Date, for the benefit of the Noteholders, all right, title and interest of the Issuer, whether
now existing or hereafter arising, in, to and under the following:


 


(i)the
Grantor Trust Certificate and the right to receive all monies remitted, distributed, received or otherwise recovered in respect
thereof after the Closing Date;


 


(ii)rights
and benefits, but none of its obligations or burdens, under the Grantor Trust Agreement, including any right to direct the Grantor
Trust Trustee or Delaware Trustee with respect to the actions of the Grantor Trust;


 


(iii)rights
and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement and each Subsequent Transfer Agreement
(including all rights of the Seller under the Purchase Agreements);


 


(iv)all
amounts and property from time to time held in or credited to the Collection Account, the Principal Distribution Account, the
Pre-Funding Account, the Series 2016-C Spread Account and the Lockbox Account; and


 


(v)all
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, 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, 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 property described in this Granting
Clause the “Collateral”).


 


 




    	 	- 1 -	 



     


    

The foregoing Grant
is made in trust to the Trustee, for the benefit of the Noteholders, as their interests may appear, to secure the payment and
performance of the Issuer Secured Obligations and to secure compliance with this Indenture. The Trustee hereby acknowledges such
Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties
as required in this Indenture to the end that the interests of such parties, recognizing the priorities of their respective interests,
may be adequately and effectively protected. The Trustee hereby further acknowledges and accepts receipt of the Grantor Trust
Certificate, duly endorsed by the Issuer to “Wells Fargo Bank, National Association, as Trustee for the benefit of the holders
of the Asset-Backed Notes issued by CPS Auto Receivables Trust 2016-C”, and agrees to maintain continuous possession of
the Grantor Trust Certificate in the State of Minnesota for the benefit of the Noteholders, subject to the terms and conditions
of this Indenture. The Trustee shall not submit such Grantor Trust Certificate for transfer into its name or otherwise become
or be recognized as the registered holder of a Grantor Trust Certificate until it elects or is directed to do so upon and after
an Event of Default.


 


ARTICLE I

Definitions and Incorporation by Reference


 


SECTION 1.1Definitions.
Except as otherwise specified herein, the following terms have the respective meanings set forth below for all purposes of this
Indenture and the definitions of such terms are equally applicable to both the singular and plural forms of such terms and to
each gender.


 


Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to them in the Sale and Servicing Agreement or,
if not defined therein, in the Trust Agreement.


 


“Act”
has the meaning specified in Section 11.3(a).


 


“Affiliate”
of any Person means any Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control
with such Person. For purposes of this definition of “Affiliate”, the term “control” (including the terms
“controlling”, “controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause a direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract or otherwise.


 


“Amount Financed”
with respect to a Receivable shall have the meaning specified in the Sale and Servicing Agreement.


 


“Annual Percentage
Rate” or “APR” of a Receivable means the annual percentage rate of finance charges or service charges, as stated
in the related Contract.


 


“Authorized
Officer” means, with respect to the Issuer and the Servicer, any officer or agent acting pursuant to a power of attorney
of the Owner Trustee or the Servicer, as applicable, who is authorized to act for the Owner Trustee or the Servicer, as applicable,
in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee
and the Servicer to the Trustee on the Closing Date (as such list may be modified or supplemented in writing from time to time
thereafter) and, with respect to the Servicer, any officer or agent of the Servicer who is authorized to act for the Servicer
and who is identified on the list of Authorized Officers delivered by the Servicer on the Closing Date (as modified or supplemented
from time to time).


 


 




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“Basic Documents”
means this Indenture, the Certificate of Trust, the Issuer Trust Agreement, the Sale and Servicing Agreement, each Subsequent
Transfer Agreement, the Lockbox Agreement, the Receivables Purchase Agreement, each Subsequent Receivables Purchase Agreement,
each Assignment, the Placement Agency Agreement, the Notes, the Residual Pass-through Certificates and all other documents and
certificates delivered in connection with the foregoing.


 


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


 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which banking institutions in Wilmington, Delaware, New York, New York,
Minneapolis, Minnesota, or the State in which the executive offices of the Servicer are located, shall be authorized or obligated
by law, executive order, or governmental decree to be closed.


 


“Certificate
Distribution Account” has the meaning assigned to such term in the Trust Agreement.


 


“Certificate
of Trust” means the certificate of trust of the Issuer substantially in the form of Exhibit B to the Trust Agreement.


 


“Class A Interest
Rate” means 1.62% per annum.


 


“Class A Notes”
means the Class A 1.62% Asset-Backed Notes, substantially in the form of Exhibit A-1.


 


“Class B Interest
Rate” means 2.48% per annum.


 


“Class B Notes”
means the Class B 2.48% Asset-Backed Notes, substantially in the form of Exhibit A-2.


 


“Class C Interest
Rate” means 3.27% per annum.


 


“Class C Notes”
means the Class C 3.27% Asset-Backed Notes, substantially in the form of Exhibit A-3.


 


“Class D Interest
Rate” means 5.92% per annum.


 


“Class D Notes”
means the Class D 5.92% Asset-Backed Notes, substantially in the form of Exhibit A-4.


 


“Class E Interest
Rate” means 8.39% per annum.


 


 




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“Class E Notes”
means the Class E 8.39% Asset-Backed Notes, substantially in the form of Exhibit A-5.


 


“Clearing Agency”
means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act, or any successor
provision thereto. The initial Clearing Agency shall be The Depository Trust Company.


 


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


 


“Closing Date”
means July 27, 2016.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.


 


“Collateral”
has the meaning specified in the Granting Clause of this Indenture.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Controlling
Class” means (i) so long as any Class A Notes are Outstanding, the Class A Notes, (ii) after payment in full of the Class
A Notes, so long as any Class B Notes are Outstanding, the Class B Notes, (iii) after payment in full of the Class A Notes and
the Class B Notes, so long as any Class C Notes are Outstanding, the Class C Notes, (iv) after payment in full of the Class A
Notes, the Class B Notes and the Class C Notes, so long as any Class D Notes are Outstanding, the Class D Notes and (v) after
payment in full of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, so long as any Class E Notes
are Outstanding, the Class E Notes.


 


“Controlling
Party” means, as of any date of determination, Holders constituting a majority (by Outstanding Amount) of the then Controlling
Class.


 


“Corporate Trust
Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be
administered which office at date of the execution of this Indenture is located at Wells Fargo Corporate Trust Services, 600 S
4th Street, MAC: N9300-061, Minneapolis, MN 55479, Attention: Corporate Trust Services/Asset Backed Administration - CPS 2016-C,
or at such other address as the Trustee may designate from time to time by notice to the Noteholders, the Servicer and the Issuer,
or the principal corporate trust office of any successor Trustee (the address of which the successor Trustee will notify the Noteholders
and the Issuer).


 


“CUSIP Number”
means a nine-character alphanumeric code identifying a financial security and issued by CUSIP Global Services.


 


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


 


“Definitive
Notes” has the meaning specified in Section 2.10.


 


 




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“Depositor”
means the Seller, in its capacity as such under the Trust Agreement.


 


“Event of Default”
has the meaning specified in Section 5.1.


 


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


 


“Executive Officer”
means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Investment
Officer, President, Senior Vice President, any Vice President, the Secretary or the Treasurer of such corporation; with respect
to any limited liability company, the manager; and with respect to any partnership, any general partner thereof.


 


“FATCA”
means Section 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements and related regulations in connection
with the foregoing.


 


“FATCA Withholding
Tax” means any withholding or deduction (including any interest, penalties or additions to tax) imposed pursuant to FATCA.


 


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


 


“Grantor Trust”
means CPS Auto Receivables Grantor Trust 2016-C, a Delaware statutory trust.


 


“Grantor Trust
Agreement” means the Trust Agreement dated as of January 5, 2016 between the Seller, as depositor, and the Delaware Trustee,
as amended and restated by the Amended and Restated Trust Agreement dated as of July 27, 2016, by and between the Issuer, as grantor,
the Grantor Trust Trustee and the Delaware Trustee, as the same may be further amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.


 


“Holder”
or “Noteholder” means the Person in whose name a Note is registered on the Note Register.


 


“IAI Global
Note” shall have the meaning specified in Section 2.1(e).


 


 




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“Indebtedness”
means, with respect to any Person at any time, (a) indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services (including
trade obligations); (b) obligations of such Person as lessee under leases which should be, in accordance with generally accepted
accounting principles, recorded as capital leases; (c) current liabilities of such Person in respect of unfunded vested benefits
under plans covered by Title IV of ERISA; (d) obligations issued for or liabilities incurred on the account of such Person; (e)
obligations or liabilities of such Person arising under acceptance facilities; (f) obligations of such Person under any guarantees,
endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase,
to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (g) obligations
of such Person secured by any lien on property or assets of such Person, whether or not the obligations have been assumed by such
Person; or (h) obligations of such Person under any interest rate or currency exchange agreement.


 


“Indenture”
means this Indenture as amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


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


 


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


 


“Institutional
Accredited Investor” means an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the Securities Act.


 


 




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“Interest Rate”
means, with respect to (i) the Class A Notes, the Class A Interest Rate, (ii) the Class B Notes, the Class B Interest Rate,
(iii) the Class C Notes, the Class C Interest Rate, (iv) the Class D Notes, the Class D Interest Rate, and (v) the Class E Notes,
the Class E Interest Rate.


 


“Issuer”
means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes
of any provision contained herein, each other obligor on the Notes.


 


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


 


“Issuer Secured
Obligations” means any and all amounts and obligations that the Issuer may at any time owe to the Noteholders or the Trustee
for the benefit of the Noteholders under this Indenture, the Notes or any other Basic Document.


 


“Issuer Trust
Agreement” means the Trust Agreement dated as of January 5, 2016 between the Seller, as depositor, and the Owner Trustee,
as amended and restated by the Amended and Restated Trust Agreement dated as of July 27, 2016, by and between the Seller, as depositor,
and the Owner Trustee, as the same may be further amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof.


 


“Non-U.S. Person”
means a Person other than a U.S. Person.


 


“Note”
means a Class A Note, a Class B Note, a Class C Note, a Class D Note or a Class E Note.


 


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


 


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


 


“Note Register”
and “Note Registrar” have the respective meanings specified in Section 2.4(a).


 


"Noteholder FATCA
Information" means information sufficient to eliminate the imposition of, or determine the amount of, U.S. withholding tax
under FATCA, or otherwise satisfy a payor’s obligations.


 


"Noteholder Tax
Identification Information" means properly completed and signed tax certifications (generally, in the case of U.S. federal
income tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a "United States Person" within
the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) in the case of a
person that is not a "United States Person" within the meaning of Section 7701(a)(30) of the Code).


 


 




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“Officer’s
Certificate” means a certificate signed by any Authorized Officer of the Owner Trustee, under the circumstances described
in, and otherwise complying with, the applicable requirements of Section 11.1, and delivered to the Trustee. Unless otherwise
specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any
Authorized Officer of the Issuer.


 


“Opinion of
Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture,
be employees of or counsel to the Issuer and who shall be satisfactory to the Trustee, and which shall comply with any applicable
requirements of Section 11.1, and shall be in form and substance satisfactory to the Trustee.


 


“Other Assets”
means any assets or interests in any assets (other than Trust Property) conveyed or purported to be conveyed by Depositor to any
Person other than the Issuer, whether by way of a sale, capital contribution, the Grant of a Lien or otherwise.


 


“Outstanding”
means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:


 


(i)Notes
theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;


 


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


 


(iii)Notes
in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to this Indenture unless proof
satisfactory to the Trustee is presented that any such Notes are held by a bona fide purchaser; provided, further, that in determining
whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes,
the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that a Responsible Officer of the Trustee either actually knows to be so owned or has received written
notice thereof shall be so disregarded.


 


“Outstanding
Amount” means, with respect to any date of determination, the aggregate principal amount of all Notes, or Class of Notes,
as applicable, Outstanding at such date of determination.


 


 




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“Ownership Interest”
means, as to any Note, any ownership or security interest in such Note, including any interest in such Note as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.


 


“Owner Trustee”
means Wilmington Trust, National Association, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement,
and its successors.


 


“Payment Date”
has the meaning specified in the Notes.


 


“Permanent Regulation
S Global Note” shall have the meaning specified in Section 2.1(d).


 


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


 


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


 


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


 


“Purchase Agreements”
means the Receivables Purchase Agreement and each Subsequent Receivables Purchase Agreement, collectively.


 


“QIB”
means a “Qualified Institutional Buyer” as such term is defined under Rule 144A of the Securities Act.


 


“Rating Agency”
means each of DBRS and Standard & Poor’s, so long as such Persons maintain a rating on the Notes; and if each of DBRS
or Standard & Poor’s no longer maintains a rating on the Notes, such other nationally recognized statistical rating
organization selected by the Seller.


 


“Record Date”
means, with respect to the Notes and the first Payment Date, the Closing Date, and with respect to any subsequent Payment Date
or Redemption Date, the last calendar day of the month preceding the month in which such Payment Date or Redemption Date occurs.


 


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


 


“Redemption
Price” means, in the case of a redemption of the Notes pursuant to Section 10.1, an amount equal to the unpaid principal
amount of each class of Notes being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date.


 


 




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“Regulation
S” shall have the meaning specified in Section 2.1(d).


 


“Regulation
S Global Note” means a Temporary Regulation S Global Note or a Permanent Regulation S Global Note.


 


“Responsible
Officer” means, with respect to the Trustee, the Backup Servicer and the Custodian, any officer within the Corporate Trust
Office of the Trustee, the Backup Servicer or the Custodian, including any Vice President, Assistant Vice President, Assistant
Treasurer, Assistant Secretary, or any other officer of the Trustee, the Backup Servicer or the Custodian with direct responsibility
for the administration of the Basic Documents and customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge of and familiarity with the particular subject.


 


“Rule 144A Global
Note” shall have the meaning specified in Section 2.1(e).


 


“Sale and Servicing
Agreement” means the Sale and Servicing Agreement dated as of July 1, 2016, among the Issuer, the Seller, Consumer Portfolio
Services, Inc., individually and as the Servicer, the Grantor Trustee, and the Trustee, as Backup Servicer, Custodian and Trustee,
as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.


 


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


 


“Seller”
means CPS Receivables Five LLC, a Delaware limited liability company, and its successors.


 


“State”
means any one of the 50 states of the United States of America or the District of Columbia.


 


“Temporary Regulation
S Global Note” shall have the meaning specified in Section 2.1(d).


 


“Termination
Date” means the date on which the Trustee and the Noteholders shall have received payment and performance of all Issuer
Secured Obligations and disbursed such payments in accordance with the Basic Documents.


 


“Treasury Regulations”
means the U.S. Federal Income Tax Regulations promulgated under the Code.


 


“Trust Paying
Agent” has the same meaning as “Paying Agent” as defined in the Trust Agreement.


 


“Trust Estate”
means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest
of this Indenture for the benefit of the Noteholder (including the Collateral Granted to the Trustee hereunder), including all
proceeds thereof.


 


 




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“Trustee”
means Wells Fargo Bank, National Association, a national banking association, not in its individual capacity but as trustee under
this Indenture, or any successor trustee under this Indenture.


 


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


 


“U.S. Global
Note” means a Rule 144A Global Note or an IAI Global Note, as applicable.


 


“U.S. Person”
has the meaning specified in Regulation S of the Securities Act.


 


SECTION 1.2 Other
Definitional Provisions. Unless the context otherwise requires:


 


(a)All references
in this instrument to designated “Articles,” “Sections,” “Subsections” and other subdivisions
are to the designated Articles, Sections, Subsections and other subdivisions of this instrument as originally executed.


 


(b)The words “herein,”
“hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section, Subsection or other subdivision.


 


(c)an accounting
term not otherwise defined herein has the meaning assigned to it in accordance with generally accepted accounting principles as
in effect from time to time;


 


(d)“or”
is not exclusive;


 


(e)“including”
means including without limitation; and


 


(f)words in the
singular include the plural and words in the plural include the singular.


 


ARTICLE II

The Notes


 


SECTION 2.1Form.


 


(a)The Class A
Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes, in each case together with the Trustee’s certificate
of authentication, shall be in substantially the form set forth in Exhibits A-1, A-2, A-3, A-4 and
A-5, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and 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 officers executing such Notes, as evidenced by their execution of
the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.


 


 




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(b)The Definitive
Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.


 


(c)Each Note shall
be dated the date of its authentication. The terms of the Notes set forth in Exhibits A-1, A-2, A-3, A-4
and A-5 are part of the terms of this Indenture.


 


(d)Any Class A
Note, Class B Note, Class C Note, Class D Note or Class E Note offered and sold outside of the United States to Non-U.S. Persons
will be offered and sold in reliance on Regulation S under the Securities Act (“Regulation S”) and shall initially
be issued in the form of one or more temporary global Notes (each, a “Temporary Regulation S Global Note”) in fully
registered form without interest coupons substantially in the form set forth in Exhibits A-1, A-2, A-3, A-4
and A-5, as applicable, with such legends as may be applicable thereto, registered in the name of the Depository Trust
Company (“DTC”) or a nominee of DTC, duly executed by the Issuer and authenticated by the Trustee as provided in Section
2.2, for credit to the subscribers’ accounts at Morgan Guaranty Trust Company of New York, Brussels Office, or its successor,
as operator of the Euroclear System (“Euroclear”), or at Clearstream Luxembourg, société anonyme (“Clearstream”).
Until the date that is on or after the 40th day after the completion of the distribution of the Notes (the “Exchange Date”),
interests in a Temporary Regulation S Global Note may only be held by the agent members of Euroclear and Clearstream. On and after
the Exchange Date, interests in a Temporary Regulation S Global Note will be exchangeable, in whole or in part, for equivalent
interests in a permanent global note (a “Permanent Regulation S Global Note”) in fully registered form without interest
coupons, representing Notes of the same aggregate principal amount, substantially in the form set forth in Exhibits A-1,
A-2, A-3, A-4 and A-5, as applicable, with such legends as may be applicable thereto, in accordance
with the provisions of the Temporary Regulation S Global Note and this Indenture. Each transferee of a Regulation S Global Note
shall be deemed to have represented and agreed as follows:


 


(i)The transferee
is a Non-U.S. Person and is purchasing such Notes outside the United States pursuant to Regulation S under the Securities Act;


 


(ii)The transferee
understands that the Notes are being offered in a transaction not involving any public offering in the United States within the
meaning of the Securities Act, and that the Notes have not been and will not be registered under the Securities Act;


 


(iii)The transferee
agrees that (A) if in the future it decides to offer, resell, pledge or otherwise transfer the Notes, such Notes may be offered,
resold, pledged or otherwise transferred only (i) to the Seller or an Affiliate of the Seller, (ii) to a QIB in accordance
with Rule 144A, (iii) outside the United States to a Non-U.S. Person in transactions complying with Rule 903 or Rule 904
of Regulation S under the Securities Act or (iv) to an Institutional Accredited Investor in a transaction exempt from the
registration requirements of the Securities Act taking its interest in the form of a Definitive Note, and, in each case, in accordance
with any applicable securities laws of any State and other applicable jurisdictions and (B) the transferee will, and each
subsequent holder is required to, notify any subsequent purchaser of such Notes from it of the resale restrictions referred to
in clause (A) above; and


 


 




    	 	- 12 -	 



     


    

(iv)The transferee
understands that the Notes will bear a legend substantially as referenced in Section 2.13(b).


 


Interests in the Regulation
S Global Notes will be exchangeable for (A) Definitive Notes only in accordance with the provisions of Section 2.12 and
(B) Rule 144A Global Notes only in accordance with the provisions of Section 2.4.


 


(e)Each Note
offered and sold on the Closing Date in the United States to a Qualified Institutional Buyer or an Institutional Accredited Investor
will be issued in book-entry form and represented by a permanent global Note in fully registered form without interest coupons
(the “Rule 144A Global Note” and the “IAI Global Note”, respectively), substantially in the form set forth
in Exhibits A-1, A-2, A-3, A-4 or A-5, as applicable, with such legends as may be applicable
thereto, and will be sold only to QIBs in reliance on Rule 144A of the Securities Act and Institutional Accredited Investors in
accordance with Regulation D of the Securities Act, respectively, and shall be deposited with a custodian for, and registered
in the name of a nominee of DTC, duly executed by the Issuer and authenticated by the Trustee as provided in Section 2.2
for credit to the accounts of DTC participants. The initial principal amount of each Rule 144A Global Note and IAI Global Note
may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee,
as the case may be, as hereinafter provided. Interests in a Rule 144A Global Note and IAI Global Note will be exchangeable for
(A) Definitive Notes only in accordance with the provisions of Section 2.12 and (B) Regulation S Global Notes only in accordance
with the provisions of Section 2.4.


 


(f)Notwithstanding
the foregoing, one Note of each Class may be issued to the Seller or an Affiliate thereof in the form of a Definitive Note and,
subject to Section 11.3(e), the Trustee and the Note Registrar shall recognize the Holder of such Definitive Note as a
Noteholder for all purposes hereunder.


 


(g)Each Noteholder
or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, shall be deemed to have
agreed to provide the Trustee with the Noteholder Tax Identification Information and, to the extent any FATCA Withholding Tax
is applicable, the Noteholder FATCA Information. In addition, each Noteholder or Note Owner shall be deemed to understand that
the Trustee has the right to withhold interest payable with respect to a Note (without any corresponding gross-up) to any Noteholder
or Note Owner that fails to comply with the foregoing requirements. If the Issuer has actual knowledge that FATCA Withholding
Tax or any other withholding under applicable law applies, the Issuer will notify the Trustee thereof. Absent written direction
from the Issuer, the Trustee shall have no liability for any withholding that is required pursuant to applicable law. Upon request
from the Trustee, the Issuer will provide such additional information that it may have to assist the Trustee in making any such
withholdings or informational reports.


 


 




    	 	- 13 -	 



     


    

(h)For certain
payments made pursuant to this Indenture, the Trustee may be required to make a “reportable payment” or “withholdable
payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively, that is
responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the Code.  The Trustee shall have
the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” 
All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor
form) to the Trustee prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate
in any respect.  The Trustee shall have the right to request from any party to this Indenture, or any other Person entitled
to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Trustee
to satisfy its reporting and withholding obligations under the Code.  To the extent any such forms to be delivered under
this Section 2.1(h) are not provided prior to or by the time the related payment is required to be made or are determined by the
Trustee to be incomplete and/or inaccurate in any respect, the Trustee shall be entitled to withhold on any such payments hereunder
to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such
payment.  As of the date hereof, the Issuer is the owner for U.S. federal income tax purposes of funds in the Certificate
Distribution Account until such funds are released in accordance with the terms hereof.


 


SECTION 2.2 Execution,
Authentication and Delivery.


 


(a)The Notes shall
be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes
may be manual or facsimile.


 


(b)Notes bearing
the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of such Notes or did not hold such offices at the date of such Notes.


 


(c)The Trustee
shall upon receipt of the Issuer Order authenticate and deliver Class A Notes for original issue in an aggregate principal amount
of $159,250,000; Class B Notes for original issue in an aggregate principal amount of $38,180,000; Class C Notes for original
issue in an aggregate principal amount of $50,380,000; Class D Notes for original issue in an aggregate principal amount of $39,810,000
and Class E Notes for original issue in an aggregate principal amount of $30,880,000. Class A Notes, Class B Notes, Class C Notes,
Class D Notes and Class E Notes outstanding at any time may not exceed such amounts.


 


(d)Each Note shall
be dated the date of its authentication. The Class A, B, C and D Notes shall be issuable as registered Notes in the minimum denomination
of $100,000 (except for one Note of each such Class that may be issued in a lesser denomination) and in integral multiples of
$1,000 (except for one Note of each Class of each type (that is, Rule 144A Global Note, IAI Global Note, Regulation S Global Note
and Definitive Note) that may be issued in other than in $1,000 integral multiples in excess of the minimum denominations). The
Class E Notes shall be issuable as registered Notes in the minimum denomination of $500,000 (except for one Note of such Class
that may be issued in a lesser denomination) and in integral multiples of $1,000 (except for one Note of each Class of each type
(that is, Rule 144A Global Note, IAI Global Note, Regulation S Global Note and Definitive Note) that may be issued in other than
an $1,000 integral multiples in excess of the minimum denominations).


 


 




    	 	- 14 -	 



     


    

(e)No Note shall
be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein, executed by the Trustee by the manual signature of
one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that
such Note has been duly authenticated and delivered hereunder.


 


SECTION 2.3 Temporary
Notes.


 


(a)Pending the
preparation of Definitive Notes, the Issuer may execute, and, upon receipt of an Issuer Order, the Trustee shall authenticate
and deliver, 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 not inconsistent with the terms of this Indenture
as the officers executing such Notes may determine, as evidenced by their execution of such Notes.


 


(b)If temporary
Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable without charge to the Holder for Definitive Notes upon surrender of the temporary
Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2. Upon surrender for cancellation
of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor
a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as Definitive Notes.


 


SECTION 2.4 Registration;
Registration of Transfer and Exchange.


 


(a)The Issuer
shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may
prescribe, the Issuer shall provide for the registration of Notes (and, prior to a Holder’s exchange of interests in the
Temporary Regulation S Global Note for Definitive Notes or an interest in a Permanent Regulation S Global Note, registration of
the beneficial owners of interests in such Temporary Regulation S Global Note) and the registration of transfers of Notes. The
Register will contain the names and addresses of the holders of the Notes, and the principal amounts and stated interest owing
to such holders under the Notes. The Trustee is hereby initially appointed “Note Registrar” for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation or removal of any Note Registrar, the Issuer shall promptly
appoint a successor or, in the absence of such an appointment, assume the duties of Note Registrar. It is the intention of the
parties that each Note will be treated as in “registered form” within the meaning of Sections 871(h)(2)(B) and 881(c)(2)(B)
of the Code and Treasury Regulation Sections 5f.103-1(c) and 1.871-14(c).


 


(b)If a Person
other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the 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, and the Trustee
shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the 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 Holders of the Notes and the principal amounts and number of such Notes.


 


 




    	 	- 15 -	 



     


    

(c)Subject to
Section 2.13, upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained
as provided in Section 3.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and upon
request by the Issuer the Trustee shall authenticate, and the Noteholder shall obtain from the Trustee, in the name of the designated
transferee or transferees, one or more new Notes in any authorized denominations of the same class and a like aggregate principal
amount. Notwithstanding anything to the contrary in this Indenture or any other Basic Document, (i) the transfer of a Note, including
the right to receive principal and any stated interest thereon, may be effected only by surrender of the old Note (or satisfactory
evidence of the destruction, loss or theft of such Note) to the Note Registrar, and the issuance by the Issuer (through the Note
Registrar) of a new Note to the new Holder, and (ii) each Note must be registered in the name of the Holder thereof as to both
principal and any stated interest with the Note Registrar.


 


(d)At the option
of the Holder, Notes may be exchanged for other Notes in any authorized denominations, of the same class and a like aggregate
principal amount, upon surrender of the Notes to be exchanged at the office or agency of the Issuer to be maintained as provided
in Section 3.2. Whenever any Notes are so surrendered for exchange, subject to Section 2.13, if the requirements
of Section 8-401(a) of the UCC are met the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate,
and the Noteholder shall obtain from the Trustee, the Notes which the Noteholder making the exchange is entitled to receive; provided,
however, that the Notes presented or surrendered for registration of transfer or exchange (a) shall be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee, duly executed by the Holder
thereof or such Holder’s attorney duly authorized in writing and (b) shall be transferred or exchanged in compliance with
the following provisions:


 


(i)Temporary
Regulation S Global Note to Permanent Regulation S Global Note. Interests in a Temporary Regulation S Global Note as to which
the Trustee has received from Euroclear or Clearstream, as the case may be, a certificate substantially in the form of Exhibit
C-1 to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit
C-2 from the holder of a beneficial interest in such Note, will be exchanged, on or after the Exchange Date, for interests
in a Permanent Regulation S Global Note. To effect such exchange the Issuer shall execute and the Trustee shall authenticate
and deliver to the Clearing Agency or its custodian, for credit to the respective accounts of the holders of Notes, a duly executed
and authenticated Permanent Regulation S Global Note, representing the principal amount of interests in the Temporary Regulation
S Global Note initially exchanged for interests in the Permanent Regulation S Global Note. The delivery of the certificate or
certificates referred to above to the Trustee by Euroclear or Clearstream may be relied upon by the Issuer and the Trustee as
conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Indenture and the Temporary Regulation S Global Note. Upon any exchange of interests in a Temporary
Regulation S Global Note for interests in a Permanent Regulation S Global Note, the Trustee shall endorse the Temporary Regulation
S Global Note to reflect the reduction in the principal amount represented thereby by the amount so exchanged and shall endorse
the Permanent Regulation S Global Note to reflect the corresponding increase in the amount represented thereby. The Temporary
Regulation S Global Note or the Permanent Regulation S Global Note shall also be endorsed upon any cancellation of principal amounts
upon surrender of Notes purchased by the Issuer or upon any repayment of the principal amount represented thereby or any payment
of interest in respect of such Notes.


 


 




    	 	- 16 -	 



     


    

(ii)U.S. Global
Note to Temporary Regulation S Global Note During the Restricted Period. If, prior to the Exchange Date, a holder of a beneficial
interest in a U.S. Global Note registered in the name of the Clearing Agency or its nominee wishes at any time to exchange its
interest in such U.S. Global Note for an interest in the Temporary Regulation S Global Note, or to transfer its interest in such
U.S. Global Note to a Person who wishes to take delivery thereof in the form of an interest in the Temporary Regulation S Global
Note, such holder may, subject to the rules and procedures of Clearing Agency, exchange or cause the exchange or transfer of such
interest for an equivalent beneficial interest in the Temporary Regulation S Global Note. Upon receipt by the Note Registrar of
(l) instructions given in accordance with Clearing Agency’s procedures from an agent member directing the Note Registrar
to credit or cause to be credited a beneficial interest in the Temporary Regulation S Global Note in an amount equal to the beneficial
interest in the U.S. Global Note to be exchanged or transferred, (2) a written order given in accordance with the Clearing Agency’s
procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name
of such account, and (3) a certificate in the form of Exhibit C-3 attached hereto given by the holder of such beneficial
interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable
to the Notes and pursuant to and in accordance with Regulation S, the Note Registrar shall instruct the Clearing Agency to reduce
the related U.S. Global Note by the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global
Note to be so exchanged or transferred and the Note Registrar shall instruct the Clearing Agency, concurrently with such reduction,
to increase the principal amount of the Temporary Regulation S Global Note by the aggregate principal amount of the beneficial
interest in the U.S. Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the
person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both, as the case may be)
a beneficial interest in the Temporary Regulation S Global Note equal to the reduction in the principal amount of the U.S. Global
Note.


 


 




    	 	- 17 -	 



     


    

(iii)U.S. Global
Note to Permanent Regulation S Global Note After the Exchange Date. If, after the Exchange Date, a holder of a beneficial
interest in a U.S. Global Note registered in the name of the Clearing Agency or its nominee wishes at any time to exchange its
interest in such U.S. Global Note for an interest in the Permanent Regulation S Global Note, or to transfer its interest in such
U.S. Global Note to a Person who wishes to take delivery thereof in the form of an interest in the Permanent Regulation S Global
Note, such holder may, subject to the rules and procedures of the Clearing Agency, exchange or cause the exchange or transfer
of such interest for an equivalent beneficial interest in the Permanent Regulation S Global Note. Upon receipt by the Note Registrar
of (1) instructions given in accordance with the Clearing Agency’s procedures from an agent member directing the Note Registrar
to credit or cause to be credited a beneficial interest in the Permanent Regulation S Global Note in an amount equal to the beneficial
interest in the U.S. Global Note to be exchanged or transferred, (2) a written order given in accordance with the Clearing Agency’s
procedures containing information regarding the participant account of Clearing Agency and, in the case of a transfer pursuant
to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (3) a certificate
in the form of Exhibit C-4 attached hereto given by the holder of such beneficial interest stating that the exchange or
transfer of such interest has been made in compliance with the transfer restrictions applicable to the Notes and pursuant to and
in accordance with Regulation S or Rule 144A, the Note Registrar shall instruct the Clearing Agency to reduce such U.S. Global
Note by the aggregate principal amount of the beneficial interest in the U.S. Global Note to be so exchanged or transferred and
the Note Registrar shall instruct the Clearing Agency, concurrently with such reduction, to increase the principal amount of the
Permanent Regulation S Global Note by the aggregate principal amount of the beneficial interest in the U.S. Global Note to be
so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions
a beneficial interest in the Permanent Regulation S Global Note equal to the reduction in the principal amount of the U.S. Global
Note.


 


(iv)Temporary
Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in the Temporary Regulation S Global
Note registered in the name of the Clearing Agency or its nominee wishes at any time to exchange its interest in such Temporary
Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer its interest in such Temporary Regulation
S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the Rule 144A Global Note, such holder
may, subject to the rules and procedures of Euroclear or Clearstream and the Clearing Agency, as the case may be, exchange or
cause the exchange or transfer of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt
by the Note Registrar of (1) instructions from Euroclear or Clearstream or the Clearing Agency, as the case may be, directing
the Note Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial
interest in the Temporary Regulation S Global Note to be exchanged or transferred, such instructions to contain information regarding
the agent member’s account with the Clearing Agency to be credited with such increase, and, with respect to an exchange
or transfer of an interest in the Temporary Regulation S Global Note after the Exchange Date, information regarding the agent
member’s account with the Clearing Agency to be debited with such decrease, and (2) with respect to an exchange or transfer
of an interest in the Temporary Regulation S Global Note for an interest in the Rule 144A Global Note prior to the Exchange Date,
a certificate in the form of Exhibit C-5 attached hereto given by the holder of such beneficial interest and stating that
the Person transferring such interest in the Temporary Regulation S Global Note reasonably believes that the Person acquiring
such interest in the Rule 144A Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements
of Rule 144A, Euroclear or Clearstream or the Note Registrar, as the case may be, shall instruct the Clearing Agency to reduce
the Temporary Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Temporary Regulation
S Global Note to be exchanged or transferred, and the Note Registrar shall instruct the Clearing Agency, concurrently with such
reduction, to increase the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest
in the Temporary Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the
principal amount of the Temporary Regulation S Global Note.


 


 




    	 	- 18 -	 



     


    

(v)Permanent
Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in the Permanent Regulation S Global
Note registered in the name of the Clearing Agency or its nominee wishes at any time to exchange its interest in such Permanent
Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer its interest in such Permanent Regulation
S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the Rule 144A Global Note, such holder
may, subject to the rules and procedures of Euroclear or Clearstream and the Clearing Agency, as the case may be, exchange or
cause the exchange or transfer of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt
by the Note Registrar of (1) instructions from Euroclear or Clearstream or the Clearing Agency, as the case may be, directing
the Note Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial
interest in the Permanent Regulation S Global Note to be exchanged or transferred, such instructions to contain information regarding
the agent member’s account with the Clearing Agency to be credited with such increase, and (2) a certificate in the form
of Exhibit C-5 attached hereto given by the holder of such beneficial interest and stating that the Person transferring
such interest in the Permanent Regulation S Global Note reasonably believes that the Person acquiring such interest in the Rule
144A Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, Euroclear
or Clearstream or the Note Registrar, as the case may be, shall instruct the Clearing Agency to reduce the Permanent Regulation
S Global Note by the aggregate principal amount of the beneficial interest in the Permanent Regulation S Global Note to be exchanged
or transferred, and the Note Registrar shall instruct the Clearing Agency, concurrently with such reduction, to increase the principal
amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Permanent Regulation S
Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in
such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Permanent
Regulation S Global Note.


 


 




    	 	- 19 -	 



     


    

(vi)Definitive
Note to Rule 144A Global Note or Regulation S Global Note. If a Holder of a Definitive Note wishes at any time to exchange
such Definitive Note for an interest in a Rule 144A Global Note or a Regulation S Global Note of the same Class, or to transfer
a Definitive Note to a Person who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note or Regulation
S Global Note of the same Class, such holder may, subject to the rules and procedures of the Clearing Agency, and any requirements
of the Trustee, exchange or cause the exchange or transfer of such Definitive Note for an equivalent beneficial interest in a
Rule 144A Global Note or Regulation S Global Note; provided, however, that any Noteholder wishing to make such exchange in a Rule
144A Global Note or Regulation S Global Note or such transferee of a Rule 144A Global Note or a Regulation S Global Note shall
execute and deliver to the Note Registrar a letter or other transferee certification in substantially the form of Exhibit B
hereto. Any Noteholder requesting such an exchange shall pay the reasonable fees and expenses relating to such exchange, including
registration of such Rule 144A Global Note or Regulation S Global Note with the Clearing Agency, if applicable, and the reasonable
expenses of the Note Registrar and Trustee and the Clearing Agency. In addition, any Noteholder requesting such an exchange shall
deliver to the Trustee such security or indemnity as may be reasonably required by it to hold the Issuer and the Trustee harmless
with respect to such exchange.


 


(vii)U.S.
Global Note or Permanent Regulation S Global Note to Definitive Note. If a holder of a beneficial interest in a U.S. Global
Note or a Permanent Regulation S Global Note registered in the name of the Clearing Agency or its nominee wishes at any time to
exchange its interest in such U.S. Global Note or Permanent Regulation S Global Note for a Definitive Note, or to transfer its
interest in such U.S. Global Note or Permanent Regulation S Global Note to a Person who wishes to or is required to take delivery
thereof in the form of a Definitive Note (including in connection with a transfer of such Note to the Seller or an Affiliate thereof
or to an Institutional Accredited Investor), such holder may, subject to the rules and procedures of the Clearing Agency, the
provisions of Section 2.12 and any requirements of the Trustee, exchange or cause the exchange or transfer of such U.S.
Global Note or Permanent Regulation S Global Note for one or more Definitive Notes (that in the aggregate represent an equivalent
interest in such U.S. Global Note or Permanent Regulation S Global Note).


 


 




    	 	- 20 -	 



     


    

(e)All Notes issued
upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.


 


(f)Every Note
presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or accompanied by a written
instrument of transfer in the form attached to Exhibits A-1, A-2, A-3, A-4 and A-5 and duly
executed by, the Holder thereof or such Holder’s attorney, duly authorized in writing, with such signature guaranteed by
an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership
or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act and (ii) accompanied by such other documents as the Trustee may require.


 


(g)Unless the
acquisition and holding of Notes will be covered by Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1,
PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar U.S. Department of Labor class exemption or other similar exemption, no Noteholder
may acquire any Notes with the assets of any “employee benefit plan” as defined in Section 3(3) of ERISA which is
subject to Title I of ERISA, any “plan” as defined in Section 4975 of the Internal Revenue Code, any entity whose
underlying assets include plan assets by reason of a plan’s investment in the entity or otherwise, or any entity what is
subject to any federal, state, local, foreign, or other law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code (each, a “Benefit Plan”); provided, however, that no Holder of a Class E Note may acquire
a Class E Note with the assets of a Benefit Plan regardless of the availability of a PTCE.


 


(h)No service
charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Note Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Notes, other than exchanges or issuances pursuant to Section 2.3 or Section 9.6 not involving any
transfer.


 


(i)The preceding
provisions of this Section 2.4 notwithstanding, the Issuer shall not be required to make and the Note Registrar shall not
register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date
for any payment with respect to the Notes.


 


(j)Transfers between
participants of Euroclear and Clearstream, and between participants in the Clearing Agency, will be effected in the ordinary manner
in accordance with their respective rules and operating procedures.


 


(k)The Issuer
shall provide to any Noteholder and any prospective transferee designated by any such Noteholder, information regarding the Notes,
the Trust Estate and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4)
for transfer of any such Note without registration thereof under the Securities Act pursuant to the registration exemption provided
by Rule 144A. The Trustee and the Servicer shall cooperate with the Issuer in providing the Rule 144A information referenced in
the preceding sentence, including providing to the Issuer such information regarding the Notes, the Trust Estate and other matters
as the Issuer shall reasonably request to meet its obligation under the preceding sentence. Each Noteholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Issuer, the Trustee and the Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such Federal and State securities laws.


 


 




    	 	- 21 -	 



     


    

 


SECTION 2.5 Mutilated,
Destroyed, Lost or Stolen Notes.


 


(a)If (i) any
mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Trustee such security, surety bond or indemnity as may be required by it
to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that
such Note has been acquired by a bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC
are met, the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed,
lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have
been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery
of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona
fide purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note,
the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee
of such Person, except a bona fide purchaser, and 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 Issuer or the Trustee in connection therewith.


 


(b)Upon the issuance
of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including
the fees and expenses of the Trustee) connected therewith.


 


(c)Every replacement
Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and
all other Notes duly issued hereunder.


 


 




    	 	- 22 -	 



     


    

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


 


SECTION 2.6 Persons
Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee and any agent
of the Issuer and the Trustee may treat the Person in whose name any Note is registered (as of the applicable Record Date)
as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note, for
all other purposes whatsoever subject to Section 11.3(e) and whether or not such Note be overdue, and none of the
Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


SECTION 2.7 Payment
of Principal and Interest; Defaulted Interest.


 


(a)The Notes shall
accrue interest as provided in the forms of the Class A Note, Class B Note, Class C Note, Class D Note and Class E Note attached
hereto as Exhibits A-1, A-2, A-3, A-4 and A-5, respectively, and such interest shall be payable
on each Payment Date as specified therein. Any installment of interest or principal, if any, or any other amount payable on any
Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered on the related 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, or by wire transfer in
immediately available funds to the account designated in writing to the Trustee by such Person at least five Business Days prior
to the related Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect
to Notes registered on the related Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee,
except for the final installment of principal payable with respect to such Note on a Payment Date or on the Final Scheduled Payment
Date therefor (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1), which
shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance
with Section 3.3.


 


(b)The principal
of each Note shall be payable in installments on each Payment Date without any requirement of presentment, as provided in the
forms of the Class A Note, Class B Note, Class C Note, Class D Note and Class E Note attached hereto as Exhibits A-1, A-2,
A-3, A-4 and A-5, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing
in the manner and under the circumstances provided in Section 5.2. All principal payments on a Class of Notes shall be
made pro rata to the Noteholders of such Class entitled thereto. Upon written notice from the Issuer, the Trustee shall notify
the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which
the Issuer expects that the final installment of principal of and interest on (or any other amount in respect of) such Note will
be paid. Such notice shall be mailed or transmitted by facsimile or electronic mail prior to such final Payment Date and shall
specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place
where such Note may be presented and surrendered for payment of such installment. All funds held in the Collection Account related
to the final payment shall be held in such account until proper presentment and surrender of such Note to the Trustee. Notices
in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.


 


 




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(c)If the Issuer
defaults in a payment of interest on any Class of Notes entitled thereto, the Issuer shall pay defaulted interest (plus interest
on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such
defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business
Days prior to the Payment Date. The Issuer shall fix or cause to be fixed any such special record date and Payment Date, and,
at least 15 days before any such special record date, the Issuer shall mail to each Noteholder of each affected Class and the
Trustee a notice that states the special record date, the Payment Date and the amount of defaulted interest to be paid.


 


(d)All distributions
in respect of Notes represented by a Temporary Regulation S Global Note will be made only with respect to that portion of the
Temporary Regulation S Global Note in respect of which Euroclear or Clearstream shall have delivered to the Trustee a certificate
or certificates substantially in the form of Exhibit C-1. The delivery to the Trustee by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Issuer and the Trustee as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Indenture and the Temporary Regulation S Global Note.


 


SECTION 2.8 Cancellation.
All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other
than the Trustee, be presented to the Trustee and shall be promptly canceled by the Trustee. The Issuer may at any
time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer may
have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Trustee. No Notes shall
be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Notes may be held or disposed of by the Trustee in accordance with its standard retention
or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or
returned to it; provided that such Issuer Order is timely and the Notes have not been previously disposed of by the
Trustee.


 


SECTION 2.9 Release
of Collateral. The Trustee shall, on or after the later of (i) the Termination Date and (ii) the date upon which
all Issuer Secured Obligations have been satisfied, release any remaining portion of the Trust Estate from the lien created
by this Indenture and deposit in the Collection Account any funds then on deposit in any other Trust Account. The Trustee
shall release property from the lien created by this Indenture pursuant to this Section 2.9 only upon receipt of an Issuer
Request accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the applicable requirements of
Section 11.1.


 


SECTION 2.10 Book-Entry
Notes.


 


 




    	 	- 24 -	 



     


    

(a)Notes sold
to QIBs pursuant to Rule 144A, Institutional Accredited Investors pursuant to Regulation D and to Non-U.S. Persons in offers and
sales that occur outside of the United States, upon original issuance, will be issued in the form of typewritten Notes representing
the Book-Entry Notes, to be delivered to DTC or to the Trustee as custodian for the initial Clearing Agency, by, or on behalf
of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Note Owner of such Notes will receive a Definitive Note representing such Note Owner’s interest
in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive
Notes”) have been issued pursuant to Section 2.12:


 


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


 


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


 


(iii)to the extent
that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall
control;


 


(iv)the rights
of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements
between such 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 Clearing Agency will make book-entry transfers among the Clearing Agency Participants
and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants;


 


(v)whenever this
Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified
percentage of the Outstanding Amount of the Notes or any Class thereof, the Clearing Agency shall be deemed to represent such
percentage only to the extent that 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 Notes of such Class and has delivered
such instructions to the Trustee; and


 


(vi)Note Owners
may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification
that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from
the Trustee at the Corporate Trust Office.


 


(b)Subject to
Section 2.4(i), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and
Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants”
of Clearstream, respectively, shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent
members of Euroclear or Clearstream (which shall only occur in the case of the Temporary Regulation S Global Note and the Permanent
Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture
with respect to such Global Note and the registered holder may be treated by the Issuer, the Indenture, any Agent and any agent
of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.


 


 




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


 


SECTION 2.12 Definitive
Notes.


 


(a)Notes issued
to Institutional Accredited Investors pursuant to Regulation D will be issued only as Definitive Notes; provided that, upon initial
issuance, Institutional Accredited Investors delivering a completed Transferee Certificate in the form of Exhibit B hereto
to the Issuer on or prior to the Closing Date may purchase interests in the Notes on the Closing Date provided that such Holders
hold their interests in an IAI Global Note through a DTC participant. If a holder of a Note in the form of a Rule 144A Global
Note or a Regulation S Global Note wishes at any time to exchange its interest in such Rule 144A Global Note or Regulation S Global
Note for an equivalent interest in a Definitive Note, or to transfer its interest in such Rule 144A Global Note or Regulation
S Global Note to a Person who wishes to take delivery thereof in the form of a Definitive Note, such holder may, subject to the
rules and procedures of the Clearing Agency, and any requirements of the Trustee, exchange or cause the exchange or transfer of
such 144A Global Note or Regulation S Global Note for an equivalent interest in a Definitive Note; provided that, the holder wishing
to make such exchange or the transferee taking delivery of a Definitive Note (1) is an Institutional Accredited Investor and has
executed and delivered to the Note Registrar and Trustee a letter or other transferee certification in substantially the form
of Exhibit B hereto, or (2) is the Seller or an Affiliate thereof. Note Owners transferring their interests in a Note in
the form of a Book-Entry Note or in the form of a Definitive Note to one or more Institutional Accredited Investors may only effect
such transfer to the extent the related transferee takes it interest through delivery of a Definitive Note in accordance with
Section 2.4(d)(vii) and has executed and delivered to the Note Registrar and Trustee a letter or other transferee certification
in substantially the form of Exhibit B hereto.


 


(b) If (i) the
Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Book-Entry Notes, and the Servicer is unable to locate a qualified successor, (ii) the Servicer at its option
advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding
Amount of such Book-Entry Notes advise the Trustee through the Clearing Agency in writing that the continuation of a book entry
system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify
all such Note Owners and the 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 Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee shall authenticate the Definitive Notes
in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Trustee and the Note Registrar shall recognize the Holders of the Definitive Notes
as Noteholders.


 


 




    	 	- 26 -	 



     


    

 


 


(c)Interests in
a Temporary Regulation S Note may only be exchanged for Definitive Notes upon the receipt by the Trustee from Euroclear or Clearstream,
as the case may be, of a certificate substantially in the form of Exhibit C-1 to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit C-2 from the holder of a beneficial interest
in such Note. Notwithstanding the foregoing, Definitive Notes shall not be issued in exchange for Temporary Regulation S Notes
until on or after the Exchange Date.


 


SECTION 2.13 Restrictions
on Transfer of Notes


 


(a)The Notes have
not been registered or qualified under the Securities Act, or any State securities laws or “Blue Sky” laws, and the
Notes are being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act and such
Blue Sky or State securities laws. No transfer, sale, pledge or other disposition of any Note shall be made unless such disposition
is made (1) to the Seller or an Affiliate of the Seller, (2) to a QIB in a transaction pursuant to Rule 144A, (3) to a Non-U.S.
Person in a transaction pursuant to Regulation S or (4) to an Institutional Accredited Investor in a transaction exempt from
the registration requirements of the Securities Act. In the event that a transfer of an Ownership Interest in a Book-Entry Note
is to be made in reliance upon (2) or (3) in the preceding sentence, the transferee will be deemed to have made the same representations
and warranties as required of an initial purchaser of such Ownership Interest as set forth in Section 2.13(b) below. The
Trustee or the Note Registrar shall require, in order to assure compliance with the Securities Act and the other terms of the
Basic Documents, that the prospective transferee of a Holder of a Definitive Note desiring to effect a transfer, or any prospective
transferee that is an Institutional Accredited Investor, certify to the Trustee or the Note Registrar in writing the facts surrounding
such disposition pursuant to a letter or other transferee certification in substantially the form of Exhibit B hereto.
None of the Seller, the Issuer or the Trustee is obligated under this Indenture to register the Notes under the Securities Act
or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of such Notes
without such registration or qualification.


 


(b)Each Person
(other than the Seller or an Affiliate of the Seller) who has or who acquires an Ownership Interest in the Notes shall be deemed
by the acceptance or acquisition of such Ownership Interest to have represented and agreed, as follows:


 


(i)Such Person
either (A)(I) is a QIB purchasing for its own account or for the account of another QIB and (II) is aware that the sale of the
Notes to such Person is being made in reliance on Rule 144A under the Securities Act, (B) is an Institutional Accredited Investor
or (C) is a Non-U.S. Person and is acquiring such Notes pursuant to an offer and sale that occur outside of the United States
in compliance with Regulation S under the Securities Act.


 


 




    	 	- 27 -	 



     


    

(ii)Such Person
understands that the Notes have not been and will not be registered under the Securities Act, and are being sold to it in a transaction
that is exempt from the registration requirements of the Securities Act, and that, if in the future it decides to offer, resell,
pledge or otherwise transfer the Notes, the Notes may be offered, sold, pledged or otherwise transferred only (A) to the Seller
or an Affiliate of the Seller, (B) to a person whom the seller reasonably believes is a QIB in a transaction meeting the requirements
of Rule 144A, (C) to a Non-U.S. Person pursuant to an offer and sale that occurs outside of the United States in compliance with
Regulation S under the Securities Act or (D) to an Institutional Accredited Investor that takes delivery thereof in the form of
a Definitive Note, in each case in a transaction otherwise exempt from the registration requirements of the Securities Act and
applicable securities laws of any state of the United States or any other territory or jurisdiction, and in compliance with the
Indenture. Such Person further understands that no representation is made as to the availability of the exemption provided by
Rule 144A for resales of the Notes.


 


(iii)Such Person
further understands that a Rule 144A Global Note for each class of Notes and a Regulation S Global Note for each class of Notes
have been registered in the name of the nominee of the Clearing Agency, or, in the case of Definitive Notes, such Definitive Notes
have been registered in the name of such Person or its nominee, and each Note bears a legend as to the transfer restrictions therefor
as reflected on the face of such Note, forms of which are attached hereto as Exhibits A-1, A-2, A-3, A-4
and A-5.


 


(iv)Such Person
is either (i) not acquiring the Notes with the assets of any “employee benefit plan” as defined in Section 3(3) of
ERISA which is subject to Title I of ERISA, any “plan” as defined in Section 4975 of the Internal Revenue Code, any
entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or otherwise, or any entity
that is subject to any federal, state, local, foreign, or other law that is substantially similar to Section 406 of ERISA or Section
4975 of the Code or (ii) it is acquiring a Class A Note, a Class B Note, a Class C Note or a Class D Note and the acquisition
and holding of such Class A Note, Class B Note, Class C Note or Class D Note, as applicable, will be covered by Prohibited Transaction
Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar U.S. Department of Labor
class exemption or other similar exemption.


 


(v)If
such Person is acquiring a Class E Note, such Person (i) is not and will not become for U.S. federal income tax purposes a partnership,
subchapter S corporation or grantor trust (or a disregarded entity the single owner of which is any of the foregoing) (each such
entity, a “flow-through entity”) or (ii) if it is or becomes a flow-through entity, then (x) none of the direct or
indirect beneficial owners of any of the interests in such flow-through entity has or ever will have more than 50% of the value
of its interest in such flow-through entity attributable to the beneficial interest of such flow-through entity in the Notes,
other interest (direct or indirect) in the Issuer, or any interest created under the Indenture and (y) it is not and will not
be a principal purpose of the arrangement involving the flow-through entity’s beneficial interest in such Note to permit
any partnership to satisfy the 100 partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for
such partnership not to be classified as a publicly traded partnership under the Internal Revenue Code.


 


 




    	 	- 28 -	 



     


    

(vi)If such Person
is acquiring a Class E Note, such Person is not acquiring such Note or beneficial interest therein, will not sell, transfer, assign,
participate, pledge or otherwise dispose of such Note(s) or beneficial interest therein, and it will not cause any such Note(s)
or beneficial interest therein to be marketed, in each case on or through an “established securities market” within
the meaning of Section 7704(b) of the Internal Revenue Code, including, without limitation, an interdealer quotation system that
regularly disseminates firm buy or sell quotations.


 


(vii)If such Person
is acquiring a Class E Note, such Person’s beneficial interest in such Notes is not and will not be in an amount that is
less than the minimum denomination for such Note set forth in the Indenture, and it does not and will not hold any interest on
behalf of any person whose beneficial interest in such Note is in an amount that is less than the minimum denomination for such
Note set forth herein.


 


(viii)If such
Person is acquiring a Class E Note, such Person will not sell, assign, transfer, pledge or otherwise dispose of such Note or any
beneficial interest therein, or enter into any financial instrument or contract the value of which is determined by reference
in whole or in part to such Note or beneficial interest therein, in each case if the effect of doing so would be that the beneficial
interest of any person in such Note would be in an amount that is less than the minimum denomination for such Note set forth herein.


 


(ix)If such Person
is acquiring a Class E Note, such Person will not use such Note as collateral for the issuance of any securities that could cause
the Issuer to be treated as an association or publicly traded partnership taxable as corporation for U.S. federal income tax purposes.


 


(c)If any Note
is issued to the Seller or an Affiliate thereof pursuant to Section 2.1(f) or is reacquired by the Seller or an Affiliate
thereof after initial issuance, then prior to any subsequent sale of such Note, the Issuer must receive an Opinion of Counsel
that such sale (i) will not adversely affect the U.S. federal income tax characterization as indebtedness of any Outstanding Notes
with respect to which an Opinion of Counsel was delivered at the time of their original issuance as to the characterization of
such Notes as indebtedness for U.S. federal income tax purposes, (ii) will not cause or constitute an event in which gain
or loss would be recognized by any Holder of Outstanding Notes and (iii) will not cause the Issuer to be classified as an
association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. Unless such subsequently
sold Note has a CUSIP Number that is different than that of any other Notes Outstanding immediately prior to such sale, the Issuer
must also receive an Opinion of Counsel that, for U.S. federal income tax purposes, such later sold Notes (i) have the same issue
price and issue date as do any Outstanding Notes that have the same CUSIP Number as the Notes being sold and (ii) are not subject
to materially different tax treatment than any Outstanding Notes that have the same CUSIP Number as the Notes being sold. In addition,
with respect to any subsequent sale of such a Note that is a Class A Note, Class B Note, Class C Note or Class D Note, the Issuer
must receive an Opinion of Counsel that such Class A Note, Class B Note, Class C Note or Class D Note will be characterized as
indebtedness for U.S. federal income tax purposes, and, with respect to any subsequent sale of such a Note that is a Class E Note,
the Issuer must receive an Opinion of Counsel that such Class E Note should be characterized as indebtedness for U.S. federal
income tax purposes.


 


 




    	 	- 29 -	 



     


    

SECTION 2.14 Noteholders
Bound. Each Noteholder and Note Owner, by accepting a Note or, in the case of a Note Owner, a beneficial interest in
a Note, is bound by the terms of this Indenture, and shall be deemed a “party” for purposes of this
Indenture.


 


ARTICLE III

Covenants


 


SECTION 3.1 Payment
of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes
in accordance with the terms of the Notes, the Sale and Servicing Agreement and this Indenture. Without limiting the
foregoing, the Issuer will cause to be distributed on each Payment Date all amounts deposited in the Collection Account and
the Principal Distribution Account pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A Notes, to
the Class A Noteholders, (ii) for the benefit of the Class B Notes, to the Class B Noteholders, (iii) for the benefit of
the Class C Notes, to the Class C Noteholders, (iv) for the benefit of the Class D Notes, to the Class D Noteholders and (v)
for the benefit of the Class E Notes, to the Class E Noteholders. Amounts properly withheld under the Code or any
applicable State law by any Person from a payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this Indenture.


 


SECTION 3.2 Maintenance
of Office or Agency. The Issuer will maintain in Minneapolis, Minnesota, an office or agency where Notes may
be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of
the Notes and this Indenture may be served. The Issuer hereby initially appoints the Trustee to serve as its agent for
the foregoing purposes. The Issuer will give prompt written notice to the Trustee of the location, and of any change in
the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or
shall fail to furnish the Trustee with the address thereof, such surrenders, notices and demands may be made or served at
the Corporate Trust Office, and the Issuer hereby appoints the Trustee as its agent to receive all such surrenders, notices
and demands.


 


 




    	 	- 30 -	 



     


    

 


SECTION 3.3 Money
for Payments to be Held in Trust.


 


(a)On or before
each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Principal Distribution Account
from the Collection Account an aggregate sum sufficient to pay principal then becoming due under the Notes, such sum to be held
in trust for the benefit of the Persons entitled thereto and (unless the Note Paying Agent is the Trustee) shall promptly notify
the Trustee of its action or failure so to act.


 


(b)The Issuer
shall cause each Note Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Note
Paying Agent shall agree with the Trustee (and if the Trustee acts as Note Paying Agent, it hereby so agrees), subject to the
provisions of this Section, that such Note Paying Agent shall:


 


(i)hold all sums
held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein
provided;


 


(ii)give the Trustee
notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any
payment required to be made with respect to the Notes;


 


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


 


(iv)immediately
resign as a Note Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any
time it ceases to meet the standards required to be met by a Note Paying Agent at the time of its appointment; and


 


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


 


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


 


(d)Subject to
applicable laws with respect to the escheat of funds, any money held by the Trustee or any Note Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and
payable shall be discharged from such trust and be paid to the Issuer on Issuer Request and shall be deposited by the Trustee
in the Collection Account; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer
for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee or such Note
Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Note Paying Agent,
before being required to make any such repayment, shall at the expense of the Issuer 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 will be repaid to the Issuer. The Trustee shall also
adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including mailing
notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to
or interest in moneys due and payable but not claimed is determinable from the records of the Trustee or of any Note Paying Agent,
at the last address of record for each such Holder).


 


 




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SECTION 3.4 Existence.
Except as otherwise permitted by the provisions of Section 3.10, the Issuer will 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
Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case
the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and
will 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 Indenture, the Notes, the Collateral, the Sale and
Servicing Agreement and each other instrument or agreement included in the Trust Estate.


 


SECTION 3.5 Protection
of Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Trustee
for the benefit of the Noteholders to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take
all actions necessary to obtain and maintain, in favor of the Trustee, for the benefit of the Noteholders, a first lien on
and a first priority, perfected security interest in the Trust Estate. The Issuer will from time to time prepare (or shall
cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or
advisable to:


 


(i)Grant more
effectively all or any portion of the Trust Estate;


 


(ii)maintain or
preserve the lien and security interest (and the priority thereof) in favor of the Trustee for the benefit of the Noteholders
created by this Indenture or carry out more effectively the purposes hereof;


 


(iii)perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture;


 


(iv)enforce any
of the Collateral;


 


 




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(v)preserve and
defend title to the Trust Estate and the rights of the Trustee in such Trust Estate against the claims of all persons and parties;
and


 


(vi)pay all taxes
or assessments levied or assessed upon the Trust Estate when due.


 


The Issuer hereby
designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument
required by the Trustee pursuant to this Section; however, subject to the Granting Clause of this Indenture, the Trustee shall
not be held responsible or liable for the preparation, filing, correctness or accuracy of any financing statement, or the existence,
validity or perfection of any security interest granted pursuant to this Indenture.


 


The Issuer hereby
authorizes the filing, transmitting, or communicating, as applicable, financing statements and amendments thereto describing the
Collateral in which the Issuer has granted a security interest to the Trustee as "all personal property of debtor" or
"all assets of debtor" or words of similar effect, including all proceeds thereof.


 


SECTION 3.6 Opinions
as to Trust Estate.


 


(a)On the Closing
Date, and on the date of execution of each indenture supplemental hereto, the Issuer shall furnish to the Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing
of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the filing of any
financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security
interest in favor of the Trustee in the Grantor Trust Certificate, for the benefit of the Noteholders, created by this Indenture
and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make
such lien and security interest effective.


 


(b)Within 90 days
after the beginning of each calendar year, commencing in January 2017, the Issuer shall furnish to the 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 re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the
filing of any financing statements and continuation statements as are necessary to maintain the first priority lien and security
interest created by this Indenture in the Grantor Trust Certificate and reciting the details of such action or stating that in
the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall
also describe any action necessary (as of the date of such opinion) to be taken in the following year to maintain the lien and
security interest of this Indenture.


 


SECTION 3.7 Performance
of Obligations; Servicing of Receivables.


 


(a)The Issuer
will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person
from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate
or that would result in the amendment, hypothecation, subordination, termination or discharge of or impair the validity or effectiveness
of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture,
the Basic Documents or such other instrument or agreement.


 


 




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(b)The Issuer
may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the
Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.


 


(c)The Issuer
will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate, including preparing (or causing to be prepared) and filing (or
causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture
and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. The Trustee
shall have no obligation to prepare, file, or confirm the accuracy or correctness of any UCC financing statement or, except as
otherwise specified in the last paragraph of the Granting Clause of this Indenture, the existence, validity or perfection of any
lien or security interest.


 


(d)If a responsible
officer of the Owner Trustee shall have written notice or actual knowledge of the occurrence of a Servicer Termination Event under
the Sale and Servicing Agreement, the Issuer shall promptly notify the Trustee and the Rating Agencies thereof in accordance with
Section 11.4, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If
a Servicer Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the
Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy
such failure.


 


(e)The Issuer
agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under
the Basic Documents if the effect thereof would adversely affect the Holders of the Notes.


 


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


 


(i)except as expressly
permitted by this Indenture or the Basic Documents, without the consent of the Controlling Party and the satisfaction of the Rating
Agency Condition, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those
included in the Trust Estate, unless directed to do so in writing by the Trustee in accordance with the terms of the Basic Documents;


 


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


 


 




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(iii)(A) permit
the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Trustee created by this Indenture
to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or
obligations with respect to the Notes under this Indenture or any other Basic Document except as may be expressly permitted hereby
or thereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien
of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate, any Collateral or any part
thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise
by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related
Obligor), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such
tax, mechanics’ or other lien) perfected security interest in the Trust Estate or any Collateral, (D) except as otherwise
provided in the Basic Documents, amend, modify or fail to comply with the provisions of the Basic Documents without the prior
written consent of the Controlling Party, and if such amendments or modifications would adversely affect the interests of any
Noteholder in any material respect, the consent of such Noteholder or the satisfaction of the Rating Agency Condition with respect
to the applicable Class of Notes; or


 


(iv)engage in
any business or activity other than as permitted by the Trust Agreement; or


 


(v)incur or assume
any indebtedness or guarantee any indebtedness of any Person, except for such indebtedness incurred pursuant to Section 3.15;
or


 


(vi)dissolve or
liquidate in whole or in part or merge or consolidate with any other Person, other than in compliance with Section 3.10;
or


 


(vii)take any
action that would result in the Issuer becoming an association or publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes or for the purposes of any applicable State tax.


 


SECTION 3.9 Annual
Statement as to Compliance. The Issuer will deliver to the Trustee on or before March 31 of each year, beginning
March 31, 2017, an Officer’s Certificate, dated as of December 31 of the preceding calendar year, stating, as to
the Authorized Officer signing such Officer’s Certificate, that


 


(i)a review of
the activities of the Issuer during such preceding year (or, in the case of the first such Officer’s Certificate, since
the Closing Date) and of its performance under this Indenture has been made under such Authorized Officer’s supervision;
and


 


 




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(ii)to the best
of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants
under this Indenture throughout such year (or, in the case of the first such Officer’s Certificate, since the Closing Date),
or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such
Authorized Officer and the nature and status thereof.


 


SECTION 3.10 Asset
Sale; Merger or Consolidation of Issuer. The Issuer shall not consolidate or merge with or into any other Person,
or convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to
any Person without Controlling Party consent and unless the Rating Agency Condition shall have been satisfied with respect
to such transaction.


 


SECTION 3.11 Successor
or Transferee.


 


(a)Upon any consolidation
or merger of the Issuer in accordance with Section 3.10 and upon satisfaction of each of the conditions specified in Section
3.10, the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted
for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.


 


(b)Upon a conveyance
or transfer of all the assets and properties of the Issuer pursuant to Section 3.10 and upon satisfaction of each of the
conditions specified in Section 3.10, CPS Auto Receivables Trust 2016-C will be released from every covenant and agreement
of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery
of written notice to the Trustee stating that CPS Auto Receivables Trust 2016-C is to be so released.


 


SECTION 3.12 No
Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, selling
and managing the Receivables, including through the ownership of the Grantor Trust Certificate, in the manner contemplated
by this Indenture and the Basic Documents and activities incidental thereto. After the end of the Funding Period, the
Issuer will not purchase any additional Receivables.


 


SECTION 3.13 No
Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly,
for any Indebtedness except for (i) the Notes and (ii) any other Indebtedness permitted by or arising under the Basic
Documents. The proceeds of the Notes shall be used exclusively to fund the Issuer’s purchase of the Receivables and the
other assets specified in the Sale and Servicing Agreement, to fund (on behalf of the Seller) the Pre-Funding Account and
the Series 2016-C Spread Account and to pay the Issuer’s organizational, transactional and start-up expenses.


 


SECTION 3.14 Servicer’s
Obligations. The Issuer shall cause the Servicer to comply with Sections 4.9, 4.10, 4.11, 5.11 and 12.1 of the Sale
and Servicing Agreement.


 


 




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SECTION 3.15 Guarantees,
Loans, Advances and Other Liabilities. Except as contemplated by the Basic Documents, the Issuer shall not make any
loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of
assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or
otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any
other interest in, or make any capital contribution to, any other Person.


 


SECTION 3.16 Capital
Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty).


 


SECTION 3.17 Compliance
with Laws. The Issuer shall comply with the requirements of all applicable laws.


 


SECTION 3.18 Restricted
Payments. The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction
of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner
of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of
the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity
interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the
Issuer may make, or cause to be made, distributions to the Servicer, the Owner Trustee, the Trustee, the Backup Servicer,
the Delaware Trustee, the Grantor Trust Trustee, the Noteholders and the Certificateholders as permitted by, and to the
extent funds are available for such purpose under, the Sale and Servicing Agreement, the Trust Agreement or any other
Basic Document. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account
except in accordance with this Indenture and the Basic Documents.


 


SECTION 3.19 Notice
of Events of Default. Upon a responsible officer of the Owner Trustee having notice or actual knowledge thereof,
the Issuer agrees to give the Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and
each default on the part of the Servicer or the Seller of its obligations under any of the Basic Documents.


 


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


 


SECTION 3.21 Amendments
of Sale and Servicing Agreement and Trust Agreement. The Issuer shall not agree to any amendment to Section 13.1 of
the Sale and Servicing Agreement or Section 11.1 of the Trust Agreement to eliminate the requirements thereunder that the
Trustee or the Holders of the Notes consent to amendments thereto as provided therein.


 


SECTION 3.22 Income
Tax Characterization. For purposes of U.S. federal income tax, State and local income tax, franchise tax and any
other income taxes, the Issuer and each Noteholder, by its acceptance of its Note or in the case of a Note Owner, by its
acceptance of a beneficial interest in a Note, will treat such Note as indebtedness of the Issuer and hereby instructs the
Trustee to treat the Notes as indebtedness of the Issuer for U.S. federal and State tax reporting purposes.


 


 




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SECTION 3.23 Separate
Existence of the Issuer. During the term of this Indenture, the Issuer shall observe the applicable legal
requirements for the recognition of the Issuer as a legal entity separate and apart from its Affiliates, including as
follows:


 


(a)The Issuer
shall maintain business records and books of account separate from those of its Affiliates;


 


(b)Except as otherwise
provided in the Basic Documents, the Issuer shall not commingle its assets and funds with those of its Affiliates;


 


(c)The Issuer
shall at all times hold itself out to the public under the Issuer’s own name as a legal entity separate and distinct from
its Affiliates; and


 


(d)All transactions
and dealings between the Issuer and its Affiliates will be conducted on an arm’s-length basis.


 


SECTION 3.24 Representations
and Warranties of the Issuer.


 


The Issuer hereby
makes the following representations and warranties as to the Trust Estate to the Trustee for the benefit of the Noteholders:


 


(i)Creation
of Security Interest. This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Trust
Estate in favor of the Trustee for the benefit of the Noteholders, which security interest is prior to all other Liens (except,
as to priority, for any tax liens or mechanics’ lien which may arise after the Closing Date or as a result of an Obligor’s
failure to pay its obligations, as applicable) and is enforceable as such as against creditors of and purchasers from the Issuer.


 


(ii)Perfection
of Security Interest in Trust Property. The Issuer has caused, or will cause within ten (10) days of the Closing Date, the
filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law
in order to perfect the Trustee’s security interest in the Trust Estate Granted to the Trustee for the benefit of the Noteholders
hereunder.


 


(iii)No other
Security Interests. Other than the security interest Granted to the Trustee for the benefit of the Noteholders hereunder,
the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The
Issuer has not authorized the filing of and is not aware of any financing statements filed against the Issuer or Seller that include
a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted
to the Seller, Issuer, Grantor Trust or Trustee for the benefit of the Noteholders under the Basic Documents or that has been
terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.


 


 




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(iv)Notations
on Contracts; Financing Statement Disclosure. The Servicer has in its possession copies of all the original Contracts that
constitute or evidence the Initial Receivables and, from and after each Subsequent Transfer Date, will have in its possession
copies of all the original Contracts that constitute or evidence the related Subsequent Receivables. The Contracts that constitute
or evidence the Receivables do not and will not have any marks or notations indicating that they have been pledged, assigned or
otherwise conveyed to any Person other than the Grantor Trust. All financing statements filed or to be filed against the Issuer
in favor of the Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A
purchase of or security interest in any collateral described in this financing statement will violate the rights of Wells Fargo
Bank, National Association, as Trustee and secured party.”


 


(v)Title.
Immediately prior to the Grant herein contemplated, the Issuer had good and marketable title to Grantor Trust Certificate and
the other property Granted hereunder and was the sole owner thereof, free and clear of all liens, claims, encumbrances, security
interests, and rights of others, and, immediately upon the transfer thereof, the Trustee for the benefit of the Noteholders shall
have good and marketable title to the Grantor Trust Certificate and other property and will be the sole owner thereof, free and
clear of all liens, encumbrances, security interests, and rights of others, and the transfer has been perfected under the UCC.
The Trustee acknowledges that the Issuer has contributed and will contribute to the Grantor Trust all Transferred Property it
acquires from the Seller on the date it has been acquired by the Issuer under the Sale and Servicing Agreement and each Subsequent
Transfer Agreement, and the Trustee, to the extent the Grant vests in the Trustee any Lien in the Transferred Property upon its
acquisition by the Issuer under the Sale and Servicing Agreement, hereby agrees that such Transferred Property, upon its contribution
to the Grantor Trust, is transferred and conveyed to the Grantor Trust free of any Lien of the Trustee to the extent transferred
pursuant to the Sale and Servicing Agreement or a Subsequent Transfer Agreement.


 


The representations
and warranties of the Issuer in this Section 3.24 may not be waived, modified or amended in any material respect without
the prior written consent of the Trustee and satisfaction of the Rating Agency Condition with respect to each Class of Notes then
rated, and shall survive the satisfaction and discharge of this Indenture.


 


 




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ARTICLE IV

Satisfaction and Discharge


 


SECTION 4.1 Satisfaction
and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to
(i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes,
(iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 2.9, 3.3, 3.4, 3.5,
3.8, 3.10, 3.12, 3.13, 3.20, 3.21, 3.22 and 11.17, (v) the rights, obligations and immunities of the Trustee hereunder
(including the rights of the Trustee under Section 6.7 and the obligations of the Trustee under Section 4.2) and (vi) the
rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or
any of them, and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when


 


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


 


(b)the Issuer
has paid or caused to be paid all Issuer Secured Obligations; and


 


(c)the Issuer
has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, 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 Indenture have been complied with.


 


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


 


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


 


ARTICLE V

Remedies


 


SECTION 5.1 Events
of Default.


 


(a)“Event
of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body):


 


 




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(i)default in
the payment of any interest on (A) any Class A Note, or (B) if no Class A Note remains Outstanding, any Class B Note, or (C) if
no Class A Note or Class B Note remains Outstanding, any Class C Note, or (D) if no Class A Note or Class B Note or Class
C Note remains Outstanding, any Class D Note, or (E) if no Class A Note or Class B Note or Class C Note or Class D Note remains
Outstanding, any Class E Note, in each case when the same becomes due and payable, and such default shall continue for a period
of five days (solely for purposes of this clause, a payment on the Notes funded from the Series 2016-C Spread Account shall be
deemed to be a payment made by the Issuer); or


 


(ii)default in
the payment of the principal of any Note on the Final Scheduled Payment Date therefor and such default shall continue for a period
of five days (solely for purposes of this clause, a payment on the Notes funded from the Series 2016-C Spread Account shall be
deemed to be a payment made by the Issuer); or


 


(iii)a default
in the observance or performance in any material respect of any covenant or agreement of the Issuer, the Seller or the Servicer
made in this Indenture or any other Basic Document (other than a covenant or agreement, a default in the observance or performance
of which is elsewhere in this Section specifically dealt with), or any representation or warranty or statement of the Issuer,
the Servicer or the Seller made in this Indenture or in any other Basic Document or in any certificate, report or other writing
delivered in connection with the Basic Documents proving to have been incorrect in any material respect as of the time when the
same shall have been made, which default materially and adversely affects the rights of the Noteholders, and such default shall
continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect
shall not have been eliminated or otherwise cured, for a period of 30 days (or such longer period not in excess of 90 days as
is reasonably necessary to cure such default; provided that such default is capable of remedy within 90 days or less and the Servicer
on behalf of the Owner Trustee delivers an officer’s certificate to the Trustee to the effect that the Issuer has commenced,
or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after written notice thereof shall
have been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% of the Outstanding
Amount of each class of Notes, specifying such default or incorrect representation or warranty and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or


 


(iv)the occurrence
of an Insolvency Event with respect to the Issuer.


 


(b)The Issuer
shall deliver to the Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s
Certificate of any event which with the giving of notice or the lapse of time or both would become an Event of Default under clause
(iii), its status and what action the Issuer is taking or proposes to take with respect thereto.


 


 


 




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SECTION 5.2 Rights
Upon Event of Default.


 


(a)If an Event
of Default shall have occurred and be continuing, the Trustee, at the written direction of the Controlling Party, shall declare
by written notice to the Issuer that the Notes have become immediately due and payable, and upon any such declaration the unpaid
principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable; provided,
however, the occurrence of an Event of Default of the type described in clause (iv) of Section 5.1 shall, without
any further action by any Person, automatically result in the Notes becoming immediately due and payable as of the occurrence
of such Event of Default.


 


(b)At any time
after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter provided in this Article V, the Controlling Party, in their sole discretion, by
written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:


 


(i)the Issuer
has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)all payments
of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event
of Default giving rise to such acceleration had not occurred; and


 


(B)all sums paid
or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and
its agents and counsel; and


 


(ii)all Events
of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been
cured or waived as provided in Section 5.13.


 


No such rescission
shall affect any subsequent default or impair any right consequent thereto.


 


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


 


(a)The Issuer
covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such
default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of
the principal of any Note when the same becomes due and payable and such default continues for a period of five days, the Issuer
will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable
on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate 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 Trustee and its agents and counsel.


 


 




    	 	- 42 -	 



     


    

(b)Each Noteholder
by its acceptance of a Note irrevocably and unconditionally appoints the Controlling Party, to the extent the Controlling Party
is granted rights under this Indenture or any other Basic Document to direct the Trustee or consent to or take any action hereunder
or under the other Basic Documents, as the true and lawful attorney-in-fact of such Noteholder with respect to such consent or
action and for so long as such Noteholder is not the Controlling Party, with full power of substitution, to execute, acknowledge
and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as
well as in the name, place and stead of such Noteholder such acts, things and deeds for or on behalf of and in the name of such
Noteholder under this Indenture (including specifically under Section 5.4) and under the Basic Documents which such Noteholder
could or might do or that may be necessary, desirable or convenient in such Controlling Party’s sole discretion to effect
the purposes contemplated hereunder and under the Basic Documents and, without limitation, following the occurrence of an Event
of Default, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration,
maintenance or disposition of the Trust Estate.


 


(c)If an Event
of Default occurs and is continuing, the Trustee may in its discretion, and at the direction of the Controlling Party shall, proceed
to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee, in its discretion
or as directed by the Controlling Party, shall deem most effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.


 


(d)In case there
shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest
in the 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 in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors
or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any
demand pursuant to the provisions of this Section, subject to the direction of the Controlling Party, shall be entitled and empowered,
by intervention in such proceedings or otherwise:


 


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


 




    	 	- 43 -	 



     


    

 


 


(ii)unless prohibited
by applicable law and regulations, to vote on behalf of the Holders of 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 moneys or other property payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders and of the 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 Trustee or the
Holders of Notes allowed in any judicial proceedings relative to the Issuer, 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 Noteholders to make
payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders,
to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee
and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of negligence or bad faith.


 


(e)Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any
Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any 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 Indenture, any other Basic Document or under any of the Notes, may be enforced by
the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the 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 Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.


 


(g)In any Proceedings
brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any other
Basic Document), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any
Noteholder a party to any such proceedings.


 


 




    	 	- 44 -	 



     


    

 


SECTION 5.4 Remedies.
If an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Controlling Party,
shall do one or more of the following (subject to Section 5.5):


 


(i)institute Proceedings
in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture
with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any
other obligor upon such Notes moneys adjudged due;


 


(ii)institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the 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 Trustee and Holders of the Notes; and


 


(iv)sell the 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; provided that, the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of
Default unless (A) such Event of Default is of the type described in Section 5.1(a)(i) or (a)(ii) or (B) either
(x) the Holders of 100% of the Outstanding Amount of the Notes consent thereto, or (y) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal
and interest.


 


In determining such
sufficiency or insufficiency with respect to clause (y) of subsection (iv), the Trustee may, but need not, obtain and rely upon
an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.


 


SECTION 5.5 Optional
Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.2 following an Event
of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee may, but need not, elect
to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times
sufficient funds for the payment of principal of and interest and any other amounts on the Notes and the Trustee shall take such
desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain
possession of the Trust Estate, the Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking
or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.


 


SECTION 5.6 Priorities.


 


(a)Following the
acceleration of principal of and interest on the Notes upon or after the occurrence of an Event of Default pursuant to Section
5.2, the Total Distribution Amount, including any money or property collected pursuant to Section 5.4 shall be applied
by the Trustee on the related Payment Date in the following order of priority:


 


 




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FIRST: amounts due
and owing and required to be distributed pursuant to priorities (i) through (iv) of Section 5.7(a) of the Sale and Servicing Agreement
and not previously distributed to the Persons set forth therein, in the order of such priorities and without preference or priority
of any kind within such priorities, and, if applicable, subject to the monetary limitations set forth therein;


 


SECOND: to the Holders
of the Class A Notes for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Class A Notes for interest;


 


THIRD: to the Holders
of the Class A Notes for amounts due and unpaid on the Class A Notes for principal, ratably and without preference or priority
of any kind, according to the amounts due and payable on the Class A Notes in respect of principal, until the Class A Note Balance
has been reduced to zero;


 


FOURTH: to the Holders
of the Class B Notes for amounts due and unpaid on the Class B Notes for interest, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Class B Notes for interest;


 


FIFTH: to the Holders
of the Class B Notes for amounts due and unpaid on the Class B Notes for principal, ratably and without preference or priority
of any kind, according to the amounts due and payable on the Class B Notes in respect of principal, until the Class B Note Balance
has been reduced to zero;


 


SIXTH: to the Holders
of the Class C Notes for amounts due and unpaid on the Class C Notes for interest, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Class C Notes for interest;


 


SEVENTH: to the Holders
of the Class C Notes for amounts due and unpaid on the Class C Notes for principal, ratably and without preference or priority
of any kind, according to the amounts due and payable on the Class C Notes in respect of principal, until the Class C Note Balance
has been reduced to zero;


 


EIGHTH: to
the Holders of the Class D Notes for amounts due and unpaid on the Class D Notes for interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Class D Notes for interest;


 


 




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NINTH: to the Holders
of the Class D Notes for amounts due and unpaid on the Class D Notes for principal, ratably and without preference or priority
of any kind, according to the amounts due and payable on the Class D Notes in respect of principal, until the Class D Note Balance
has been reduced to zero;


 


TENTH: to the Holders
of the Class E Notes for amounts due and unpaid on the Class E Notes for interest, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Class E Notes for interest;


 


ELEVENTH: to the Holders
of the Class E Notes for amounts due and unpaid on the Class E Notes for principal, ratably and without preference or priority
of any kind, according to the amounts due and payable on the Class E Notes in respect of principal, until the Class E Note Balance
has been reduced to zero;


 


TWELFTH: any remaining
amounts due and owing and required to be distributed to pursuant to priorities (i) through (iv) of Section 5.7(a) of the Sale
and Servicing Agreement and not previously distributed to the Persons set forth therein, in the order of such priorities and without
preference or priority of any kind within such priorities without regard to the monetary limitations therein; and


 


THIRTEENTH:to
the Certificate Distribution Account, for distribution by the Trust Paying Agent in accordance with the provisions of the Trust
Agreement, any remaining amount.


 


(b)The Trustee
may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record
date the Issuer shall mail to each Noteholder and the Trustee a notice that states such record date, the payment date and the
amount to be paid.


 


SECTION 5.7 Limitation
of Suits. No Residual Certificateholder shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder while
any Issuer Secured Obligations remain outstanding. No Holder of any Note shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless:


 


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


 


(ii)the Holders
of not less than 25% of the Outstanding Amount of each class of Notes have made written request to the Trustee to institute such
proceeding in respect of such Event of Default in its own name as Trustee hereunder;


 


 




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(iii)such Holder
or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to
be incurred in complying with such request;


 


(iv)the Trustee
for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceedings; and


 


(v)no direction
inconsistent with such written request has been given to the Trustee during such 60-day period by the Controlling Party;


 


it being understood
and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek
to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein
provided.


 


SECTION 5.8 Unconditional
Rights of Noteholders. To Receive Principal and Interest. Notwithstanding any other provisions of this Indenture,
the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of
and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture
(or, in the case of redemption, 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 5.9 Restoration
of Rights and Remedies. If the Controlling Party or any Noteholder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason or has been
determined adversely to the Trustee or to such Noteholder, then and in every such case the Issuer, the Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no
such proceeding had been instituted.


 


SECTION 5.10 Rights
and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Controlling Party or to
the 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 5.11 Delay
or Omission Not a Waiver. No delay or omission of the Trustee, the Controlling Party or any Holder of any Note to exercise
any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver
of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to
the Trustee, the Controlling Party or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee, the Controlling Party or by the Noteholders, as the case may be.


 


 




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SECTION 5.12 Control
by Noteholders. The Controlling Party shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust
or power conferred on the Trustee or the Controlling Party; provided that


 


(i)such direction
shall not be in conflict with any rule of law or with this Indenture;


 


(ii)any direction
to the Trustee to sell or liquidate the Trust Estate shall be subject to the express terms of Section 5.4;


 


(iii)if the conditions
set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section,
then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes
to sell or liquidate the Trust Estate shall be of no force and effect; and


 


(iv)the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent with such direction;


 


provided, however,
that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or
might materially adversely affect the rights of any Noteholders not consenting to such action.


 


SECTION 5.13 Waiver
of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section
5.2, the Controlling Party may waive any past Default or Event of Default and its consequences except a Default or Event
of Default (i) in payment of principal of or interest on any of the 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 Note. In the case of any such waiver,
the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.


 


Upon any such waiver,
such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event
of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.


 


SECTION 5.14 Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not
apply to (a) any suit instituted by the Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case
holding in the aggregate more than 10% of the Outstanding Amount of each class of Notes or (c) any suit instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).


 


 




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SECTION 5.15 Waiver
of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will 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
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee herein and
any right of the Issuer to take such action shall be suspended.


 


ARTICLE VI

The Trustee


 


SECTION 6.1 Duties
of Trustee.


 


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


 


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


 


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


 


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


 


(c)The Trustee
may not be relieved from liability for its own negligence or its own willful misconduct, except that:


 


 




    	 	- 50 -	 



     


    

(i)this paragraph
does not limit the effect of paragraph (b) of this Section;


 


(ii)the Trustee
shall not be liable for any error of judgment made or action taken in good faith by a Responsible Officer unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)the 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 from the Issuer and any percentage of Noteholders required by the terms of the Basic Documents.


 


(d)The Trustee
shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.


 


(e)Money held
in trust by the Trustee need not be segregated from other funds except to the extent required by law or the terms of the Basic
Documents.


 


(f)No provision
of this Indenture shall require the Trustee in any of its capacities 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
determined that repayment of such funds or indemnity reasonably satisfactory to the Trustee against such risk or liability is
not reasonably assured to it.


 


(g)Every provision
of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this Section.


 


(h)The Trustee
shall permit any representative of the Issuer, during the Trustee’s normal business hours, to examine all books of account,
records, reports and other papers of the Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the
Trustee’s affairs and actions, as such affairs and actions relate to the Trustee’s duties with respect to the Notes,
with the Trustee’s officers and employees responsible for carrying out the Trustee’s duties with respect to the Notes.


 


(i)The Trustee
shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Basic Documents.


 


(j)In no event
shall Wells Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the
Owner Trustee under the Delaware Statutory Trust Statute, common law, or the Trust Agreement.


 


(k)Except for
actions expressly authorized by this Indenture, the Trustee shall take no action reasonably likely to impair the security interests
created or existing under any Receivable or Financed Vehicle or to impair the value of any Receivable or Financed Vehicle.


 


(l)All information
obtained by the Trustee regarding the Obligors and the Receivables, whether upon the exercise of its rights under this Indenture
or otherwise, shall be maintained by the Trustee in confidence and shall not be disclosed to any other Person, other than the
Trustee’s attorneys, accountants and agents unless such disclosure is required by this Indenture or any applicable law or
regulation.


 






    	 	- 51 -	 



     


    

 


(m)In each instance
under the Basic Documents, the Trustee will not be deemed to have knowledge of any Default, Event of Default, event or information,
or be required to act upon any Default, Event of Default, event or information (including the sending of any notice), unless (i)
the Trustee receives written notice thereof or (ii) a Responsible Officer of the Trustee has “actual knowledge” of
such an event, and the Trustee shall have no duty to take any action to determine whether any such Default, Event of Default or
event has occurred.


 


SECTION 6.2 Rights
of Trustee.


 


(a)Subject to
Section 6.1 and other provisions of this Section 6.2, the Trustee shall be protected and shall incur no liability
to the Issuer in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice,
demand, certificate, signature, instrument or other document reasonably believed by the Trustee to be genuine and to have been
duly executed by the appropriate signatory, and, except to the extent the Trustee has received written notice or a Responsible
Officer of the Trustee has actual knowledge to the contrary or as required pursuant to Section 6.1 or Section 6.2(g),
the Trustee shall not be required to make any independent investigation with respect thereto. Except for specific duties set forth
herein, the Trustee need not investigate, re-calculate, certify or verify any information, statement, representation or warranty
or any fact or matter stated in any such document and may conclusively rely as to the truth and accuracy of the statements and
the correctness of the opinions expressed therein.


 


(b)Before the
Trustee acts or refrains from acting, it may require an Officer’s Certificate or Opinion of Counsel. Subject to Section
6.1(c), the 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 provided by the party requesting that the Trustee act or refrain from acting; furthermore, all
reasonable out-of-pocket expenses actually incurred related to such Officer’s Certificate or Opinion of Counsel (including
reasonable fees of outside legal counsel) shall be paid by the requesting party.


 


(c)The 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 Trustee shall not be responsible for any misconduct, negligence, acts or omissions on the part
of, or for the supervision of Consumer Portfolio Services, Inc., the Issuer, or any other party to the Basic Documents or any
other such agent (including servicers, managers, etc.), attorney, custodian or nominee appointed with due care by the Trustee
hereunder. The Trustee may assume performance by Consumer Portfolio Services, Inc., the Issuer, or any other party to the Basic
Documents or any other such agent, attorney, custodian or nominee absent receipt of written notice by the Trustee, or actual knowledge
of a Responsible Officer of the Trustee, indicating otherwise.


 


(d)The 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.


 






    	 	- 52 -	 



     


    

 


(e)The Trustee
may consult with counsel, and the advice of such counsel or any opinion of counsel with respect to legal matters relating to the
Basic Documents and the Notes shall be full and complete authorization and protection from liability in respect to any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)The Trustee
shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture
or any of the Basic Documents, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of
this Indenture, unless such Holders of Notes shall have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred therein or thereby; provided, however, that the Trustee shall, upon the occurrence
of an Event of Default (that has not been cured or waived), exercise the rights and powers vested in it by this Indenture in accordance
with Section 6.1.


 


(g)The Trustee
shall not be bound to make any investigation into the facts or matters or re-calculate any numbers stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, and the Trustee
shall not be deemed to have any actual or constructive knowledge of the facts or other matters that such investigation could potentially
reveal, unless requested in writing to do so by the Controlling Party or Holders of Notes evidencing not less than 25% of the
Outstanding Amount of each Class; provided, however, that the Trustee shall examine the resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper or documents to determine whether or not it conforms
to the requirements of this Indenture and the other Basic Documents to which the Trustee is a party. The Trustee’s receipt
of any reports or other information provided or otherwise publicly available does not constitute actual or constructive knowledge
or notice to the Trustee unless the Trustee has an obligation to review its content. The Trustee shall be entitled to recover
the costs, expenses and losses or liabilities incurred by it in the making of such investigation in accordance with Section 5.7(a)
of the Sale and Servicing Agreement or Section 5.6 hereof; provided, however, that if the Trustee determines in its sole
discretion that payment within a reasonable time (not to exceed 30 days after the submission of any invoice) of such costs, expenses
and losses or liabilities is not reasonably assured to it, the Trustee may require indemnity, prefunding or security satisfactory
to it from the Holders requesting such an investigation, against such costs, expenses and losses or liabilities as a condition
to proceeding with such investigation.


 


(h)In no event
shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.


 


(i)Each Holder,
by its acceptance of a Note issued hereunder, represents that it has, independently and without reliance upon the Trustee or any
other person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect
of the Note. Each Holder also represents that it will, independently and without reliance upon the Trustee or any other person,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking
or not taking action under this Indenture and in connection with the Notes. Except for notices, reports and other documents expressly
required to be furnished to the Holders by the Trustee hereunder, the Trustee shall not have any duty or responsibility to provide
any Holder with any other information concerning the transactions contemplated hereby, the Trust, the Issuer, the Servicer, or
any other parties to this Indenture or to any Basic Documents which may come into the possession of the Trustee or any of its
officers, directors, employees, agents, representatives or attorneys-in-fact.


 


 







    	 	- 53 -	 



     


    

(j)Subject to
Sections 3.2 and 4.7 of the Sale and Servicing Agreement, the Trustee shall have no duty to conduct any investigation as to the
occurrence of (i) any breach of a representation or warranty of any party or (ii) any condition requiring repurchase of any Receivable
by any person pursuant to any Basic Documents, or the eligibility of any Receivable for purposes of the Basic Documents. Subject
to Sections 3.2, 4.1, 4.5, 4.7, 5.1(h), 5.7(a), 10.1, 10.2, 10.3, 10.4, 10.6, 13.15 of the Sale and Servicing Agreement, the Trustee
shall have no obligation with respect to the enforcement obligations relating to breaches of representations or warranties of
the Issuer, the Seller, the Depositor, the Servicer or any other party to the Basic Documents.


 


(k)The Trustee
shall incur no liability if, by reason of any provision of any future law or regulation thereunder, or by any force majeure event,
including but not limited to natural disaster, act of war or terrorism, or other circumstances beyond its reasonable control,
the Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of this Indenture provide
shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this
Indenture.


 


(l)To the extent
that such roles are performed by different Persons, the Trustee shall not be imputed with any knowledge of, or information possessed
or obtained by, the Backup Servicer, the Grantor Trust Trustee or Custodian and vice versa.


 


(m)The Trustee
shall be entitled to any protection, privilege or indemnity afforded to the Trustee under the terms of the Sale and Servicing
Agreement.


 


(n)Subject to
the Granting Clause of this Indenture, neither the Trustee nor any of its officers, directors, employees, attorneys or agents
will be responsible or liable for the existence, genuineness, value or protection of any collateral securing the Notes, for the
legality, enforceability, effectiveness, sufficiency or recitals of the Basic Documents or for the creation, perfection, continuation,
priority, sufficiency or protection of any of the liens, or for any defect or deficiency as to any such matters, or for any failure
to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Basic Documents or any delay in doing so.
The Trustee shall have no responsibility for the enforceability of the Notes nor the recitals contained therein.


 


(o)Notwithstanding
anything to the contrary in this Indenture or any other Basic Document, the Trustee shall not be required to take any action that
is not in accordance with applicable laws.


 


 




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(p)The right of
the Trustee to perform any permissive or discretionary act enumerated in this Indenture or any Basic Document shall not be construed
as a duty.


 


(q)The Trustee
shall not be required to ensure that the Issuer’s interest in the Collateral is valid or enforceable; nor shall the Trustee
have any obligation to monitor the status of a lien or the performance of the Collateral.


 


SECTION 6.3 Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not the Trustee. Any
Note Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee
must comply with Section 6.11.


 


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


 


SECTION 6.5 Notice
of Defaults. If an Event of Default occurs and is continuing and if it is either known by, or written notice of
the existence thereof has been delivered to, a Responsible Officer of the Trustee, the Trustee shall mail to each
Noteholder notice of the Default within 30 days after such knowledge or notice occurs. Except in the case of a Default in
payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such
Note, if any), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Noteholders.


 


SECTION 6.6 Reports
by Trustee to Holders. The Trustee shall on behalf of the Issuer deliver to each Noteholder such information as may
be reasonably required to enable such Holder to prepare its federal and State income tax returns.


 


 




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SECTION 6.7 Compensation
and Indemnity.  


 


(a)Pursuant to
Section 5.7(a) of the Sale and Servicing Agreement and Section 5.6 hereof, the Issuer shall pay to the Trustee from time
to time compensation for its services, as separately agreed. The Trustee’s compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee, pursuant to Section 5.7(a) of the Sale
and Servicing Agreement and Section 5.6 hereof, 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 Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify
the Trustee against any and all reasonable fees, damages, costs, losses, liabilities or expenses (including any legal fees and
expenses reasonably incurred in connection with any action or suit brought by an Indemnified Party to enforce any indemnification
or other obligation of the Issuer by such Indemnified Party) actually incurred by the Trustee without willful misconduct, negligence
or bad faith on the Trustee’s part arising out of or in connection with (i) the acceptance or the administration of this
trust, (ii) any omissions or misstatements in the disclosure of the Memorandum related to this transaction (other than those reflected
in “THE ISSUER—The Indenture Trustee, Grantor Trust Trustee, Backup Servicer and Custodian” in the Memorandum),
(iii) any FATCA Withholding Tax or other tax withholding required by applicable law and (iv) the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or liability in connection therewith and including any
loss, liability or expense directly or indirectly incurred (regardless of negligence on the part of the Trustee or the Issuer)
by the Trustee as a result of any penalty or other cost imposed by the Internal Revenue Service or other taxing authority (except
any penalties arising out of fees paid to the Trustee or as a result of any action taken contrary to the Indenture) related to
the tax status of the Issuer or the Notes. The Trustee shall notify the Issuer and the Servicer promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations
hereunder or the Servicer of its obligations under Article XII of the Sale and Servicing Agreement. The Trustee may have separate
counsel and the Issuer shall or shall cause the Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor
the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the
Trustee’s own willful misconduct, negligence or bad faith.


 


(b)The Issuer’s
payment obligations to the Trustee pursuant to this Section shall survive the removal or resignation of the Trustee, or the assignment,
termination or discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section
5.1(a)(iv) with respect to the Issuer, 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. Notwithstanding anything
else set forth in this Indenture or the Basic Documents, the recourse of the Trustee hereunder and under the Basic Documents shall
be to the Trust Estate only; however, to the extent that the Trustee is unable to receive any such amounts due to it from the
Trust Estate in a timely manner, CPS shall be required to pay such amounts. The Trustee specifically shall not have recourse to
the assets of the Seller, the Depositor, any Noteholder or any Residual Certificateholder. In addition, the Trustee agrees that
its recourse to the Trust Estate shall be limited to the right to receive the distributions referred to in Section 5.7(a) of the
Sale and Servicing Agreement and Section 5.6 hereof.


 


 




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SECTION 6.8 Replacement
of Trustee. The Trustee may resign at any time by so notifying the Issuer. The Issuer may remove the Trustee immediately
for the following causes:


 


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


 


(ii)an Insolvency
Event with respect to the Trustee occurs; or


 


(iii)the Trustee
otherwise becomes incapable of acting.


 


If the Trustee is
removed for any reason other than items (i), (ii) and (iii) above, the Trustee must receive at least thirty (30) days prior written
notice of such removal. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason
(the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and the Issuer, whereupon, the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the
retiring Trustee under this Indenture, subject to satisfaction of the Rating Agency Condition. The successor Trustee shall mail
a notice of its succession to each Noteholder. The retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee.


 


If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Controlling Party may petition any court of competent jurisdiction for the appointment of a successor Trustee. The Issuer shall
pay all reasonable out-of-pocket expenses (including fees and expenses of outside legal counsel) actually incurred in connection
with such petition in accordance with the priorities set forth in Section 5.7(a) of the Sale and Servicing Agreement and Section
5.6 hereof, as applicable.


 


Any resignation or
removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Trustee pursuant to Section 6.8.


 


Notwithstanding the
replacement of the Trustee pursuant to this Section, the Issuer’s and the Servicer’s obligations under Section
6.7 shall continue for the benefit of the retiring Trustee.


 


SECTION 6.9 Successor
Trustee by Merger.


 


(a)If the Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor
Trustee. The Trustee shall provide the Rating Agencies with written notice of any such transaction.


 


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


 


SECTION 6.10 Appointment
of Co-Trustee or Separate Trustee.


 


(a)Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Trust Estate may at the time be located, the 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 Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such
title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations,
rights and trusts as the Trustee may consider necessary or desirable; provided, however, that no such appointment shall or shall
be deemed to constitute the appointee as an agent of the Trustee. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment
of any co-trustee or separate trustee shall be required under Section 6.8.


 


 




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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 Trustee shall be conferred or imposed upon and exercised or performed
by the 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 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 Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust 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 Trustee;


 


(ii)no trustee
hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or omissions
of predecessor or successor trustees; and


 


(iii)the 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 Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred,
shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be
filed with the Trustee.


 


(d)Any separate
trustee or co-trustee may at any time constitute the 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 Indenture on its behalf and in its name. If
any separate trustee or co-trustee shall die, dissolve, become insolvent, 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 Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the
appointment of any separate trustee or co-trustee shall not relieve the Trustee of its obligations and duties under this Indenture.


 


 




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SECTION 6.11 Eligibility:
Disqualification. The Trustee, and any successor thereto, shall at all times 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 subject to supervision
or examination by federal or State authorities; and having a rating, both with respect to long-term and short-term
unsecured obligations, of not less than “BBB” by the Rating Agencies.


 


SECTION 6.12 Reserved.


 


SECTION 6.13 Appointment
and Powers. Subject to the terms and conditions hereof, Wells Fargo Bank, National Association is hereby appointed as
the Trustee with respect to the Collateral, and Wells Fargo Bank, National Association hereby accepts such appointment and
agrees to act as Trustee with respect to the Collateral for the Noteholders and to perform the other duties of the Trustee
in accordance with the provisions of this Indenture and the other Basic Documents. The Trustee is hereby authorized to take
such action, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and
as are specifically authorized to be exercised by the Trustee by the terms hereof, together with such actions, rights,
remedies, powers and privileges as are reasonably incidental thereto. The Trustee shall act upon and in compliance with the
written instructions of the Controlling Party delivered pursuant to this Indenture promptly following receipt of such
written instructions; provided that the Trustee shall not act in accordance with any instructions (i) which are not
authorized by, or in violation of the provisions of, this Indenture, (ii) which are in violation of any applicable law, rule
or regulation or (iii) for which the Trustee has not received an indemnity reasonably satisfactory to it. Receipt of such
instructions shall not be a condition to the exercise by the Trustee of its express duties hereunder, except where this
Indenture provides that the Trustee is permitted to act only following and in accordance with such instructions.


 


SECTION 6.14 Performance
of Duties. The Trustee shall have no duties or responsibilities except those expressly set forth in this Indenture
and the other Basic Documents to which the Trustee is a party or as directed by the Controlling Party in accordance with
this Indenture. The Trustee shall not be required to take any discretionary actions hereunder except at the written direction
and with the indemnification of the Controlling Party and as provided in Section 5.12. The Trustee shall, and hereby agrees
that it will, perform all of the duties and obligations required of it under the Sale and Servicing Agreement.


 


SECTION 6.15 Limitation
on Liability. Neither the Trustee nor any of its directors, officers or employees shall be liable for any action taken
or omitted to be taken by it or them in good faith hereunder, or in connection herewith, except that the Trustee shall be
liable for its negligence, bad faith or willful misconduct. Notwithstanding any term or provision of this Indenture, the
Trustee shall incur no liability to the Issuer or the Noteholders for any action taken or omitted by the Trustee in
connection with the Collateral, except for the negligence, bad faith or willful misconduct on the part of the Trustee, and,
further, shall incur no liability to the Noteholder except for negligence, bad faith or willful misconduct in carrying out
its duties to the Noteholders. The Trustee shall at all times be free independently to establish to its reasonable
satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to
the exercise or enforcement of any right or remedy hereunder or under any of the Basic Documents. The Trustee may consult
with counsel, and shall not be liable for any action taken or omitted to be taken by it hereunder in good faith and in
accordance with the written advice of such counsel. The Trustee shall not be under any obligation to exercise any of the
remedial rights or powers vested in it by this Indenture or to follow any direction from the Controlling Party unless it
shall have received reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities
which might be incurred by it.


 


 




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SECTION 6.16 Reserved.


 


SECTION 6.17 Successor
Trustee.


 


(a)Merger.
Any Person into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or
transfer its trust business and assets as a whole or substantially as a whole, or any Person resulting from any such conversion,
merger, consolidation, sale or transfer to which the Trustee is a party, shall (provided it is otherwise qualified to serve as
the Trustee hereunder) be and become a successor Trustee hereunder and be vested with all of the title to and interest in the
Collateral and all of the trusts, powers, discretions, immunities, privileges and other matters as was its predecessor without
the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything
herein to the contrary notwithstanding, except to the extent, if any, that any such action is necessary to perfect, or continue
the perfection of, the security interest of the Noteholders in the Collateral; provided that any such successor shall also be
the successor Trustee under Section 6.9.


 


(b)[Reserved].


 


(c)Acceptance
by Successor. The Issuer shall have the sole right to appoint each successor Trustee subject to satisfaction of the Rating
Agency Condition. Every temporary or permanent successor Trustee appointed hereunder shall execute, acknowledge and deliver to
its predecessor and to the Trustee and the Issuer an instrument in writing accepting such appointment hereunder and the relevant
predecessor shall execute, acknowledge and deliver such other documents and instruments as will effectuate the delivery of all
Collateral to the successor Trustee, whereupon such successor, without any further act, deed or conveyance, shall become fully
vested with all the estates, properties, rights, powers, duties and obligations of its predecessor. Such predecessor shall, nevertheless,
on the written request of the Issuer, execute and deliver an instrument transferring to such successor all the estates, properties,
rights and powers of such predecessor hereunder. In the event that any instrument in writing from the Issuer is reasonably required
by a successor Trustee to more fully and certainly vest in such successor the estates, properties, rights, powers, duties and
obligations vested or intended to be vested hereunder in the Trustee, any and all such written instruments shall at the request
of the temporary or permanent successor Trustee, be forthwith executed, acknowledged and delivered by the Trustee or the Issuer,
as the case may be. The designation of any successor Trustee and the instrument or instruments removing any Trustee and appointing
a successor hereunder, together with all other instruments provided for herein, shall be maintained with the records relating
to the Collateral and, to the extent required by applicable law, filed or recorded by the successor Trustee in each place where
such filing or recording is necessary to effect the transfer of the Collateral to the successor Trustee or to protect or continue
the perfection of the security interests granted hereunder.


 


 




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SECTION 6.18 Reserved.


 


SECTION 6.19 Representations
and Warranties of the Trustee. The Trustee represents and warrants to the Issuer as follows:


 


(a)Due Organization.
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States and is duly authorized and licensed under applicable law to conduct its business as presently conducted.


 


(b)Corporate
Power. The Trustee has all requisite right, power and authority to execute and deliver this Indenture and to perform all of
its duties as Trustee hereunder.


 


(c)Due Authorization.
The execution and delivery by the Trustee of this Indenture and the other Basic Documents to which it is a party, and the performance
by the Trustee of its duties hereunder and thereunder, have been duly authorized by all necessary corporate proceedings and no
further approvals or filings, including any governmental approvals, are required for the valid execution and delivery by the Trustee,
or the performance by the Trustee, of this Indenture and such other Basic Documents.


 


(d)Valid and
Binding Indenture. The Trustee has duly executed and delivered this Indenture and each other Basic Document to which it is
a party, and each of this Indenture and each such other Basic Document constitutes the legal, valid and binding obligation of
the Trustee, enforceable against the Trustee in accordance with its terms, except as (i) such enforceability may be limited by
bankruptcy, insolvency, reorganization and similar laws relating to or affecting the enforcement of creditors’ rights generally
and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.


 


SECTION 6.20 Waiver
of Setoffs. The Trustee hereby expressly waives any and all rights of setoff that the Trustee may otherwise at any
time have under applicable law with respect to any Trust Account and agrees that amounts in the Trust Accounts shall at all
times be held and applied solely in accordance with the provisions hereof.


 


ARTICLE VII

Noteholders’ Lists and Reports


 


SECTION 7.1 Issuer
To Furnish To Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the
Trustee (a) not more than five days after the earlier of (i) each Record Date and (ii) three months after the last Record
Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Record
Date, (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer 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 Trustee is the Note Registrar, no such list shall be required to be
furnished.


 


 




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SECTION 7.2 Preservation
of Information; Communications to Noteholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Trustee as
provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar. The
Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.


 


ARTICLE VIII

Collection of Money and Releases of Trust Estate


 


SECTION 8.1 Collection
of Money. Except as otherwise expressly provided herein, the 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 Trustee pursuant to this Indenture and the Sale and Servicing Agreement. The
Trustee shall apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement. Except
as otherwise expressly provided in this Indenture or in the Sale and Servicing Agreement, if any default occurs in the making
of any payment or performance under any agreement or instrument that is part of the Trust Estate, the 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 Indenture and any right to proceed thereafter as provided in Article V.


 


SECTION 8.2 Release
of Trust Estate.


 


(a)Subject to
the payment of its fees and expenses pursuant to Section 6.7, the Trustee may, and when required by the provisions of this
Indenture shall, execute instruments to release property from the lien of this Indenture, in a manner and under circumstances
that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as
provided in this Article VIII shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction
of any conditions precedent or see to the application of any moneys.


 


(b)The Trustee
shall, at such time as there are no Notes outstanding, all Issuer Secured Obligations have been paid in full and all sums due
the Trustee pursuant to Section 6.7 have been paid, release any remaining portion of the Trust Estate that secured the
Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit
in the Trust Accounts. The Trustee shall release property from the lien of this Indenture pursuant to this Section 8.2(b)
only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the applicable
requirements of Section 11.1.


 


SECTION 8.3 Opinion
of Counsel. The Trustee shall receive at least seven days’ notice when requested by the Issuer to take any
action pursuant to Section 8.2(a), accompanied by copies of any instruments involved, and the Trustee shall also require as
a condition to such action, an Opinion of Counsel in form and substance satisfactory to the 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 will not materially and adversely affect the security for
the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that
such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel
rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Trustee in connection with any such action.


 




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ARTICLE IX

Supplemental Indentures


 


SECTION 9.1 Supplemental
Indentures Without Consent of Noteholders.


 


(a)Without the
consent of the Holders of any Notes or any other persons and with prior notice to the Rating Agencies by the Issuer, the Issuer
and the Trustee, when authorized by an Issuer 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 Trustee, for any of the following purposes:


 


(i)to correct
or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and
confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the
lien of this Indenture additional property;


 


(ii)to evidence
the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any
such successor of the covenants of the Issuer herein and in the Notes contained;


 


(iii)to add to
the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred
upon the Issuer;


 


(iv)to convey,
transfer, assign, mortgage or pledge any property to or with the 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 to make any other provisions with respect to matters or questions arising
under this Indenture or in any supplemental indenture; provided that such action shall not adversely affect the interests of the
Holders of the Notes or the rating of any Class of Notes; or


 


(vi)to
evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add
to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder
by more than one trustee, pursuant to the requirements of Article VI.


 


 




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The 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 not inconsistent with the foregoing.


 


(b)The Issuer
and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes or any other
Person but with prior notice to the Rating Agencies by the Issuer, enter into an indenture or indentures supplemental hereto for
the purpose of (i) adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this Indenture or (ii) causing the provisions
of this Indenture to confirm or be consistent with or in furtherance of the statements made in the Memorandum with respect to
the Notes, the parties hereto or this Indenture; provided, however, that such indenture or indentures supplemental (other than
an indenture or indentures supplemental effected pursuant to clause (ii) above) shall not, as evidenced by an Opinion of Counsel
or an Officer’s Certificate of the Seller, adversely affect the interests of any Noteholder in any material respect and
shall confirm that all conditions precedent have been met with respect to such supplemental indenture. Any such action shall be
deemed to not adversely affect in any material respect the interests of any Noteholder if the Rating Agency Condition with respect
to the related Class of Notes has been satisfied (and upon such satisfaction, no Opinion of Counsel or Officer’s Certificate
shall be necessary with respect to the related Class of Notes).


 


SECTION 9.2 Supplemental
Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may,
with prior notice to the Rating Agencies and with the consent of the Controlling Party, by Act of such Holders delivered to
the Issuer and the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided, however, that, no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected thereby:


 


(i)change the
date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest
rate thereon or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application
of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change
any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;


 


(ii)impair the
right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor,
as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or,
in the case of redemption, on or after the Redemption Date);


 


 




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(iii)reduce the
percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture,
or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture;


 


(iv)modify or
alter the provisions of the proviso to the definition of the term “Outstanding”, “Controlling Party” or
“Controlling Class”;


 


(v)reduce the
percentage of the Outstanding Amount of the Notes required to direct the Trustee to direct the Issuer to sell or liquidate the
Trust Estate pursuant to Section 5.4;


 


(vi)modify any
provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions
of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note
affected thereby;


 


(vii)modify any
of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal
due on, or other amount distributable in respect of, any Note on any Payment Date (including the calculation of any of the individual
components of such calculation) or as to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory
redemption of the Notes contained herein; or


 


(viii)permit the
creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate
or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the lien of this Indenture
on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.


 


It shall not be necessary
for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.


 


Promptly after the
execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the
Holders of the Notes 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 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 Indenture, the Trustee
shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights,
duties, liabilities or immunities under this Indenture or otherwise. All reasonable out-of-pocket expenses of the Trustee
actually incurred in connection with the negotiation, execution and delivery of any such supplemental indenture shall be paid
from the Trust Estate in accordance with Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 hereof.


 


 




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


 


SECTION 9.5 Reserved.


 


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


 


ARTICLE X

Redemption of Notes


 


SECTION 9.7 Redemption.



 


(a)The Notes
shall be redeemed in whole, but not in part, on any Payment Date upon which the Servicer exercises its option to purchase the
Trust Estate (other than the Trust Accounts) pursuant to Section 11.1(a) of the Sale and Servicing Agreement, for a purchase price
at least equal to the Redemption Price; provided, however, that no such redemption may be effected unless the Issuer has available
funds sufficient to pay the Redemption Price on such Payment Date. Additionally, the Notes may be redeemed by the Issuer in whole,
but not in part, on any Payment Date upon which the sum of the amounts in the Spread Account and remaining available funds after
the payments under clauses (i) through (xix) of Section 5.7(a) of the Sale and Servicing Agreement would be sufficient to pay
in full the Outstanding Amount of all the Notes. In the case of the Issuer exercising its option to redeem the Notes pursuant
to this Section 10.1, the Issuer shall furnish notice of such election to the Trustee not later than 35 days prior to the Redemption
Date. In the case of the Servicer exercising its option to purchase the Trust Estate (other than the Trust Accounts) pursuant
to Section 11.1(a) of the Sale and Servicing Agreement and this Section 10.1, the Servicer shall furnish notice of such
election to the Issuer and Trustee not later than 35 days prior to the Redemption Date and deposit the proceeds from the sale
of the Receivables into the Collection Account. If the proceeds of such sale are not so deposited into the Collection Account
with the Trustee at least one Business Day prior to the Redemption Date, any such redemption shall be deemed to be automatically
rescinded and the Noteholders shall receive the payments of interest and principal that would be due to the Noteholders on such
Payment Date as if such option to redeem the Notes had never been exercised. For the avoidance of any doubt, no Event of Default
shall occur solely as a result of such rescission. The Issuer shall furnish the Rating Agencies notice of any such redemption
promptly after the occurrence thereof.


 


 




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(b)If, on the
Mandatory Redemption Date, the Pre-Funded Amount is greater than zero after giving effect to the purchase of all Subsequent Receivables
during the Funding Period, including any such purchase on the last day of the Funding Period, certain of the Notes may be redeemed
in part pursuant to Section 5.8 of the Sale and Servicing Agreement in an aggregate amount equal to the Note Prepayment Amount.


 


SECTION 10.2Form
of Redemption Notice.


 


(a)Notice
of redemption under Section 10.1 shall be given by the Trustee by facsimile or by first-class mail, postage prepaid, transmitted
or mailed prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding
the applicable Redemption Date, at such Holder’s address appearing in the Note Register.


 


All notices of redemption
shall state:


 


(i)the Redemption
Date;


 


(ii)the Redemption
Price;


 


(iii)that the
Record Date otherwise applicable to such Redemption Date is not applicable and that payments shall be made only upon presentation
and surrender of such Notes and the place where such Notes are to be surrendered for payment of the Redemption Price (which shall
be the office or agency of the Issuer to be maintained as provided in Section 3.2); and


 


(iv)that interest
on the Notes shall cease to accrue on the Redemption Date.


 


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


 


(b)Prior notice
of redemption under Section 10.1(b) is not required to be given to Noteholders.


 


SECTION 10.3 Notes
Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section
10.2 (in the case of redemption pursuant to Section 10.1), on the Redemption Date become due and payable at the Redemption
Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption
Price.


 


 




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ARTICLE XI

Miscellaneous


 


SECTION 11.1 Compliance
Certificates and Opinions, etc.


 


(a)Upon any application
or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to
the Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with, and (ii) an Opinion of Counsel stating that in the opinion of such counsel the
same is authorized and permitted by the terms of this Indenture and that all such conditions precedent, if any, have been complied
with except that, in the case of any such application or request as to which the furnishing of such documents is specifically
required by any provision of this Indenture, no additional certificate or opinion need be furnished.


 


Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


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


 


(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 opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable
such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(iv)a statement
as to whether, in the opinion of each such signatory such condition or covenant has been complied with.


 


(b)(vi) Prior
to the deposit of any Collateral or other property or securities with the Trustee that is to be made the basis for the release
of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Trustee an Officer’s Certificate certifying or stating
the opinion of each person signing such certificate as to the fair value (on the date of such deposit) to the Issuer of the Collateral
or other property or securities to be so deposited.


 


(ii)Whenever
the Issuer is required to furnish to the Trustee an Officer’s Certificate certifying or stating the opinion of any signer
thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Trustee an Independent Certificate
as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities
made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set
forth in the certificates delivered pursuant to clause (i) above and this clause (ii) is 10% or more of the Outstanding Amount
of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof
to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Outstanding
Amount of the Notes.


 


 




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(iii)Other than
with respect to the release of any Purchased Receivables, Defaulted Texas Receivables or Liquidated Receivables, whenever any
property or securities are to be transferred by the Grantor Trust in accordance with the Pooling and Servicing Agreement, the
Issuer shall also furnish to the Trustee an Officer’s Certificate certifying or stating the opinion of each person signing
such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and
stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention
of the provisions hereof.


 


(iv)Whenever the
Issuer is required to furnish to the Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof
as to the matters described in clause (iii) above, the Issuer shall also furnish to the 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 Purchased Receivables,
Defaulted Texas Receivables and Liquidated Receivables, or securities transferred by the Grantor Trust since the commencement
of the then current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals
10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property
or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than
1% of the then Outstanding Amount of the Notes.


 


(v)Notwithstanding
Section 2.9 or any provision of this Section, the Issuer (or the Grantor Trust at the direction of the Issuer or Servicer)
may (A) collect, liquidate, sell or otherwise dispose of Receivables as and to the extent permitted or required by the Basic Documents
and (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Basic Documents.


 


SECTION 11.2 Form
of Documents Delivered to 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.


 


 






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


 


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


 


(d)Whenever in
this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or as evidence of the Issuer’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 Issuer to have such application granted or to the sufficiency of such certificate
or report. The foregoing shall not, however, be construed to affect the 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 Noteholders.


 


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


 


(b)The fact and
date of the execution by any person of any such instrument or writing may be proved in any customary manner of the Trustee.


 


(c)The ownership
of Notes shall be proved by the Note Register.


 


 




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


 


(e)The Seller
and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of the Notes with the same rights
as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document.
Notes so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic
Documents, without preference, priority or distinction as among all of the Notes; provided, however, that any Notes owned by the
Seller or any Affiliate thereof, during the time such Notes are so owned by them, shall be without voting or consent rights for
any purpose set forth in the Basic Documents and such Notes. The Seller shall notify the Trustee promptly after it or any of its
Affiliates become the owner of a Note.


 


SECTION 11.4 Notices,
etc., to Trustee, Issuer, and Rating Agencies.


 


(a)Any request,
demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to or filed with:


 


(i)the Trustee
by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested and shall be deemed to have been duly given upon receipt to the Trustee
at its Corporate Trust Office; or


 


(ii)the Issuer
by the Trustee or by any Noteholder shall be sufficient for every purpose hereunder if personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested and shall be deemed to have been duly given upon receipt to the Issuer
addressed to: CPS Auto Receivables Trust 2016-C, in care of Wilmington Trust, National Association, Rodney Square North, 1100
N. Market Street, Wilmington, Delaware 19890-0001, or at such other address previously furnished in writing to the Trustee by
the Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Trustee.


 


(b)Notices required
to be given to the Rating Agencies by the Issuer, the Trustee or the Owner Trustee shall be in writing, personally delivered,
electronically delivered, delivered by overnight courier or mailed certified mail, return receipt requested to (i) Standard &
Poor’s via electronic delivery to Servicer_reports@sandp.com; for any information not available in electronic format, send
hard copies to: Standard & Poor’s Ratings Services, 55 Water Street, 41st Floor, New York, New York 10041-0003,
Attention: ABS Surveillance Group; and (ii) DBRS via electronic delivery to ABS_surveillance@dbrs.com; for any information not
available in electronic format, send hard copies to: DBRS, Inc., ABS Surveillance, 140 Broadway, 35th Floor, NY, NY 10005; or
as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.


 


 




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SECTION 11.5 Notices
to Noteholders; Waiver.


 


(a)Where this
Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise expressly
provided herein) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at his 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. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.


 


(b)Where this
Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall
be filed with the 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 to Noteholders when such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.


 


(d)Where this
Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or Event of Default.


 


SECTION 11.6 Alternate
Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary,
the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Trustee
or any Note Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments
or notices, provided that such methods are reasonable and consented to by the Trustee (which consent shall not be
unreasonably withheld). The Issuer will furnish to the Trustee a copy of each such agreement and the Trustee will cause
payments to be made and notices to be given in accordance with such agreements.


 


SECTION 11.7 Reserved.


 


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. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors
and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.


 




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SECTION 11.10 Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 11.11 Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, and the Noteholders, and any other party secured hereunder, and any
other person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy
or claim under this Indenture.


 


SECTION 11.12 Legal
Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding
any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.


 


SECTION 11.13 Governing
Law; Waiver of Jury Trial; Jurisdiction. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INDENTURE AND
ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS INDENTURE SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. THE PARTIES HERETO AND THE NOTEHOLDERS HEREBY AGREE NOT TO
ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT
ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS INDENTURE, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING
IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE PARTIES HERETO, AND
IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE
ACCRUE. THE PARTIES HERETO ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF
THIS WAIVER.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY
AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR
PROCEEDING RELATING TO THIS INDENTURE; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM
IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED
FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED
BY LAW.


 


 




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


 


SECTION 11.15 Recording
of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is
to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Trustee or
any other counsel reasonably acceptable to the Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to
the Trustee under this Indenture.


 


SECTION 11.16 Trust
Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the
Seller, the Servicer, the Depositor, the Owner Trustee or the Trustee on the Notes or under this Indenture or any certificate
or other writing delivered in connection herewith or therewith, against (i) the Seller, the Servicer, the Depositor, the
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Depositor, the
Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the
Servicer, the Depositor, the Owner Trustee or the Trustee or of any successor or assign of the Seller, the Servicer, the
Depositor, the Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Trustee and the Owner Trustee have no such obligations in their individual capacity) and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such
entity.


 


SECTION 11.17 No
Petition. The Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or
a beneficial interest therein, hereby covenant and agree that they will not at any time institute against the Seller,
the Depositor, or the Issuer, or join in, or collude or cooperate with, any institution against the Seller, the Depositor, or
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or State bankruptcy or similar law in connection with any obligations relating to the Notes,
this Indenture or any of the Basic Documents.


 


SECTION 11.18 Inspection.
The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Trustee, during
the Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the
Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and
independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The
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 Trustee may reasonably determine that such disclosure is consistent with its Obligations hereunder.


 


 




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SECTION 11.19 Limitation
on Recourse to Seller. The obligations of the Issuer under this Indenture are solely the obligations of the Issuer and
do not represent any obligation or interest in any assets of the Seller. The Trustee, by entering into this Indenture, and
each Noteholder and Note Owner, by accepting a Note or a beneficial interest in a Note, acknowledges and agrees that they
have no right, title or interest in or to any Other Assets of the Depositor. Notwithstanding the preceding sentence, if such
Trustee, Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, the Other Assets, or (ii) is
deemed to have any such interest, claim to, or benefit in or from the Other Assets, whether by operation of law, legal
process, pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b) of the United States Bankruptcy
Code, 11 U.S.C. §§ 101 et seq., as amended (“Bankruptcy Code”)), then such Trustee, Noteholder or
Note Owner further acknowledges and agrees that any such interest, claim or benefit in or from the Other Assets is
expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the
relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled
to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is
legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including
insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on such
other obligations and liabilities. This subordination agreement is deemed a subordination agreement within the meaning of
Section 510(a) of the Bankruptcy Code. The Trustee, each Noteholder and each Note Owner further acknowledges and agrees that
no adequate remedy at law exists for a breach of this Section 11.19 and this Section 11.19 may be enforced by an action
for specific performance. This Section 11.19 is for the third party benefit of those entitled to rely on this Section 11.19
and will survive the termination of this Indenture.


 


SECTIO 11.20 Limitation
on Recourse to Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Indenture
is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as the
Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of
the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as
personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for
the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on
Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by,
through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy
or completeness of any representations or warranties made by the Issuer in this Indenture and (e) under no circumstances
shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the
Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by
the Issuer under this Indenture or any other Basic Documents.


 


 




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SECTION 11.21 PATRIOT
Act. The parties hereto acknowledge that in accordance with the Customer Identification Program (CIP)
requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing
regulations (collectively, the “USA PATRIOT Act”), the Trustee, in order to help fight the funding of terrorism
and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee. Each party hereto hereby agrees that it shall provide the
Trustee with such information as the Trustee may request from time to time in order to comply with any applicable
requirements of the USA PATRIOT Act.  


 


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	 	CPS AUTO RECEIVABLES TRUST 2016-C,
	 	 	 
	 	By:	WILMINGTON TRUST, NATIONAL ASSOCIATION,  not in its individual capacity, but solely as Owner Trustee
	 	 	 
	 	By:	/s/ Jeanne M. Oller
	 	Name:	Jeanne M. Oller
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Brett Hudson
	 	Name:	Brett Hudson
	 	Title:	Vice President




 


 


 


Indenture - Signature Page