exv4w1






EXHIBIT 4.1




 





SANTANDER DRIVE AUTO RECEIVABLES TRUST 2010-3




Class A-1 0.35665% Auto Loan Asset Backed Notes

Class A-2 0.93% Auto Loan Asset Backed Notes

Class A-3 1.20% Auto Loan Asset Backed Notes

Class B 2.05% Auto Loan Asset Backed Notes

Class C 3.06% Auto Loan Asset Backed Notes



 






INDENTURE



Dated as of November 24, 2010



 






U.S. BANK NATIONAL ASSOCIATION, as the Indenture Trustee



 





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CROSS REFERENCE TABLE1




	 	 	 	 	 
	TIA	 	Indenture
	Section	 	Section
	310
	 	(a) (1)	 	6.11
	 
	 	(a) (2)	 	6.11
	 
	 	(a) (3)	 	6.10; 6.11
	 
	 	(a) (4)	 	N.A.2
	 
	 	(a) (5)	 	6.11
	 
	 	(b)	 	6.8; 6.11
	 
	 	(c)	 	N.A.
	311
	 	(a)	 	6.12
	 
	 	(b)	 	6.12
	 
	 	(c)	 	N.A.
	312
	 	(a)	 	7.1
	 
	 	(b)	 	7.2
	 
	 	(c)	 	7.2
	313
	 	(a)	 	7.3
	 
	 	(b) (1)	 	7.3
	 
	 	(b) (2)	 	7.3
	 
	 	(c)	 	7.3
	 
	 	(d)	 	7.3
	314
	 	(a)	 	3.9
	 
	 	(b)	 	3.6; 11.16
	 
	 	(c) (1)	 	11.1
	 
	 	(c) (2)	 	11.1
	 
	 	(c) (3)	 	11.1
	 
	 	(d)	 	11.1
	 
	 	(e)	 	11.1
	 
	 	(f)	 	N.A.
	315
	 	(a)	 	6.1(b)
	 
	 	(b)	 	6.5
	 
	 	(c)	 	6.1(a)
	 
	 	(d)	 	6.1(c)
	 
	 	(e)	 	5.13
	316
	 	(a) (1) (A)	 	5.11
	 
	 	(a) (1) (B)	 	5.12
	 
	 	(a) (2)	 	N.A.
	 
	 	(b)	 	5.7
	 
	 	(c)	 	5.6(b)
	317
	 	(a) (1)	 	5.3(b)
	 
	 	(a) (2)	 	5.3(d)
	 
	 	(b)	 	3.3(c)
	318
	 	(a)	 	11.7








 




			
	1	 	Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.
	 
	2	 	N.A. means Not Applicable.





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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	2	 
	SECTION 1.1 Definitions
	 	 	2	 
	SECTION 1.2 Incorporation by Reference of Trust Indenture Act
	 	 	2	 
	SECTION 1.3 Other Interpretive Provisions
	 	 	2	 
	ARTICLE II THE NOTES
	 	 	3	 
	SECTION 2.1 Form
	 	 	3	 
	SECTION 2.2 Execution, Authentication and Delivery
	 	 	3	 
	SECTION 2.3 Temporary Notes
	 	 	4	 
	SECTION 2.4 Registration of Transfer and Exchange
	 	 	4	 
	SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes
	 	 	6	 
	SECTION 2.6 Persons Deemed Owners
	 	 	7	 
	SECTION 2.7 Payment of Principal and Interest; Defaulted Interest
	 	 	7	 
	SECTION 2.8 Cancellation
	 	 	8	 
	SECTION 2.9 Release of Collateral
	 	 	8	 
	SECTION 2.10 Book-Entry Notes
	 	 	8	 
	SECTION 2.11 Notices to Clearing Agency
	 	 	9	 
	SECTION 2.12 Definitive Notes
	 	 	9	 
	SECTION 2.13 Authenticating Agents
	 	 	10	 
	SECTION 2.14 Tax Treatment
	 	 	10	 
	ARTICLE III COVENANTS
	 	 	11	 
	SECTION 3.1 Payment of Principal and Interest
	 	 	11	 
	SECTION 3.2 Maintenance of Office or Agency
	 	 	11	 
	SECTION 3.3 Money for Payments To Be Held in Trust
	 	 	11	 
	SECTION 3.4 Existence
	 	 	13	 
	SECTION 3.5 Protection of Collateral
	 	 	13	 
	SECTION 3.6 Opinions as to Collateral
	 	 	14	 
	SECTION 3.7 Performance of Obligations; Servicing of Receivables
	 	 	14	 
	SECTION 3.8 Negative Covenants
	 	 	15	 
	SECTION 3.9 Annual Compliance Statement
	 	 	16	 
	SECTION 3.10 Restrictions on Certain Other Activities
	 	 	17	 
	SECTION 3.11 Restricted Payments
	 	 	17	 
	SECTION 3.12 Notice of Events of Default; Servicer Replacement Events
	 	 	17	 






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	 	 	Page	 
	SECTION 3.13 Further Instruments and Acts
	 	 	17	 
	SECTION 3.14 Compliance with Laws
	 	 	17	 
	SECTION 3.15 Removal of Administrator
	 	 	18	 
	SECTION 3.16 Perfection Representations, Warranties and Covenants
	 	 	18	 
	SECTION 3.17 Investment Company Act
	 	 	18	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	18	 
	SECTION 4.1 Satisfaction and Discharge of Indenture
	 	 	18	 
	SECTION 4.2 Application of Trust Money
	 	 	19	 
	SECTION 4.3 Repayment of Monies Held by Paying Agent
	 	 	19	 
	ARTICLE V EVENTS OF DEFAULT; REMEDIES
	 	 	19	 
	SECTION 5.1 Events of Default
	 	 	19	 
	SECTION 5.2 Acceleration of Maturity; Waiver of Event of Default
	 	 	20	 
	SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee
	 	 	21	 
	SECTION 5.4 Remedies; Priorities
	 	 	23	 
	SECTION 5.5 Optional Preservation of the Collateral
	 	 	25	 
	SECTION 5.6 Limitation of Suits
	 	 	26	 
	SECTION 5.7 Rights of Noteholders To Receive Principal and Interest
	 	 	27	 
	SECTION 5.8 Restoration of Rights and Remedies
	 	 	27	 
	SECTION 5.9 Rights and Remedies Cumulative
	 	 	27	 
	SECTION 5.10 Delay or Omission Not a Waiver
	 	 	27	 
	SECTION 5.11 Control by Noteholders
	 	 	27	 
	SECTION 5.12 Waiver of Past Defaults
	 	 	28	 
	SECTION 5.13 Undertaking for Costs
	 	 	28	 
	SECTION 5.14 Waiver of Stay or Extension Laws
	 	 	28	 
	SECTION 5.15 Action on Notes
	 	 	29	 
	SECTION 5.16 Performance and Enforcement of Certain Obligations
	 	 	29	 
	SECTION 5.17 Sale of Collateral
	 	 	29	 
	ARTICLE VI THE INDENTURE TRUSTEE
	 	 	30	 
	SECTION 6.1 Duties of the Indenture Trustee
	 	 	30	 






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	 	 	Page	 
	SECTION 6.2 Rights of the Indenture Trustee
	 	 	31	 
	SECTION 6.3 Individual Rights of the Indenture Trustee
	 	 	32	 
	SECTION 6.4 The Indenture Trustee’s Disclaimer
	 	 	32	 
	SECTION 6.5 Notice of Defaults
	 	 	32	 
	SECTION 6.6 Reports by the Indenture Trustee to Noteholders
	 	 	32	 
	SECTION 6.7 Compensation and Indemnity
	 	 	33	 
	SECTION 6.8 Removal, Resignation and Replacement of the Indenture Trustee
	 	 	33	 
	SECTION 6.9 Successor Indenture Trustee by Merger
	 	 	34	 
	SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	 	 	35	 
	SECTION 6.11 Eligibility; Disqualification
	 	 	36	 
	SECTION 6.12 Preferential Collection of Claims Against the Issuer
	 	 	36	 
	SECTION 6.13 Representations and Warranties
	 	 	36	 
	ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS
	 	 	37	 
	SECTION 7.1 The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders
	 	 	37	 
	SECTION 7.2 Preservation of Information; Communications to Noteholders
	 	 	37	 
	SECTION 7.3 Reports by the Indenture Trustee
	 	 	37	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	38	 
	SECTION 8.1 Collection of Money
	 	 	38	 
	SECTION 8.2 Trust Accounts
	 	 	38	 
	SECTION 8.3 General Provisions Regarding Accounts
	 	 	38	 
	SECTION 8.4 Release of Collateral
	 	 	39	 
	SECTION 8.5 Opinion of Counsel
	 	 	40	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	40	 
	SECTION 9.1 Supplemental Indentures Without Consent of Noteholders
	 	 	40	 
	SECTION 9.2 Supplemental Indentures with Consent of Noteholders
	 	 	41	 
	SECTION 9.3 Execution of Supplemental Indentures
	 	 	43	 
	SECTION 9.4 Effect of Supplemental Indenture
	 	 	43	 
	SECTION 9.5 Conformity With Trust Indenture Act
	 	 	43	 






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TABLE OF CONTENTS

(Continued)




	 	 	 	 	 
	 	 	Page	 
	SECTION 9.6 Reference in Notes to Supplemental Indentures
	 	 	43	 
	ARTICLE X REDEMPTION OF NOTES
	 	 	43	 
	SECTION 10.1 Redemption
	 	 	43	 
	SECTION 10.2 Form of Redemption Notice
	 	 	44	 
	SECTION 10.3 Notes Payable on Redemption Date
	 	 	44	 
	ARTICLE XI MISCELLANEOUS
	 	 	45	 
	SECTION 11.1 Compliance Certificates and Opinions, etc
	 	 	45	 
	SECTION 11.2 Form of Documents Delivered to the Indenture Trustee
	 	 	46	 
	SECTION 11.3 Acts of Noteholders
	 	 	47	 
	SECTION 11.4 Notices
	 	 	47	 
	SECTION 11.5 Notices to Noteholders; Waiver
	 	 	48	 
	SECTION 11.6 Alternate Payment and Notice Provisions
	 	 	48	 
	SECTION 11.7 Conflict with Trust Indenture Act
	 	 	48	 
	SECTION 11.8 Information Requests
	 	 	49	 
	SECTION 11.9 Effect of Headings and Table of Contents
	 	 	49	 
	SECTION 11.10 Successors and Assigns
	 	 	49	 
	SECTION 11.11 Separability
	 	 	49	 
	SECTION 11.12 Benefits of Indenture
	 	 	49	 
	SECTION 11.13 Legal Holidays
	 	 	49	 
	SECTION 11.14 GOVERNING LAW; Submission to Jurisdiction; Waiver of Jury Trial
	 	 	49	 
	SECTION 11.15 Counterparts
	 	 	50	 
	SECTION 11.16 Recording of Indenture
	 	 	50	 
	SECTION 11.17 Trust Obligation
	 	 	50	 
	SECTION 11.18 No Petition
	 	 	50	 
	SECTION 11.19 Intent
	 	 	51	 
	SECTION 11.20 Subordination of Claims
	 	 	51	 
	SECTION 11.21 Limitation of Liability of Owner Trustee
	 	 	52	 
	Schedule I  —  Perfection Representations, Warranties and Covenants
	 	 	 	 
	 
	Exhibit A Form of Notes
	 	 	 	 






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     This INDENTURE, dated as of November 24, 2010 (as amended, supplemented or otherwise
modified and in effect from time to time, this “Indenture”), is between SANTANDER DRIVE
AUTO RECEIVABLES TRUST 2010-3, a Delaware statutory trust (the “Issuer”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, solely as trustee and not in its individual
capacity (the “Indenture Trustee”).



     Each party agrees as follows for the benefit of the other party and the equal and ratable
benefit of the Holders of the Issuer’s Class A-1 0.35665% Auto Loan Asset Backed Notes (the
“Class A-1 Notes”), Class A-2 0.93% Auto Loan Asset Backed Notes (the “Class A-2
Notes”) and Class A-3 1.20% Auto Loan Asset Backed Notes (the “Class A-3 Notes” and,
together with the Class A-1 Notes and the Class A-2 Notes the “Class A Notes”), then for
the equal and ratable benefit of the Holders of the Issuer’s Class B 2.05% Auto Loan Asset Backed
Notes (the “Class B Notes”); and then for the equal and ratable benefit of the Holders of
the Issuer’s Class C 3.06% Auto Loan Asset Backed Notes (the “Class C Notes” and, together
with the Class A Notes and the Class B Notes, the “Notes”).



GRANTING CLAUSE




     The Issuer, to secure the payment of principal of and interest on, and any other amounts owing
in respect of, the Notes, equally and ratably without prejudice, priority or distinction except as
set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in
trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders,
all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to
(i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action
in respect of any or all of the Trust Estate and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the Trust Estate, 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, securities, financial assets and other property which at
any time constitute all or part of or are included in the proceeds of any of the Trust Estate
(collectively, the “Collateral”).



     The Indenture Trustee, on behalf of the Noteholders, acknowledges the foregoing Grant, accepts
the trusts under this Indenture and agrees to perform its duties required in this Indenture in
accordance with the provisions of this Indenture.



     The foregoing Grant is made in trust to secure (i) the payment of principal of and interest
on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice,
priority or distinction except as set forth herein and (ii) compliance with the provisions of this
Indenture, each as provided in this Indenture.



     Without limiting the foregoing Grant, any Receivable repurchased or purchased by the Seller or
the Servicer pursuant to Section 2.3 or Section 3.6, as applicable, of the Sale and
Servicing Agreement shall be deemed to be automatically released from the lien of this Indenture
without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer,
as applicable, of the related Repurchase Price for such Repurchased Receivable.



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ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE



     SECTION 1.1 Definitions. Capitalized terms are used in this Indenture as defined in
Appendix A to the Sale and Servicing Agreement dated as of November 24, 2010 (as amended,
modified or supplemented from time to time, the “Sale and Servicing Agreement”), among
Santander Drive Auto Receivables LLC, as seller, the Issuer, Santander Consumer USA Inc., as
servicer, and the Indenture Trustee.



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



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Indenture Trustee.



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



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



     SECTION 1.3 Other Interpretive Provisions. All terms defined in this Indenture shall have
the defined meanings when used in any certificate or other document delivered pursuant hereto
unless otherwise defined therein. For purposes of this Indenture and all such certificates and
other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined
in this Indenture, and accounting terms partly defined in this Indenture to the extent not defined,
shall have the respective meanings given to them under GAAP (provided, that, to the extent that the
definitions in this Indenture and GAAP conflict, the definitions in this Indenture shall control);
(b) terms defined in Article 9 of the UCC as in effect on the relevant jurisdiction and not
otherwise defined in this Indenture are used as defined in that Article; (c) the words “hereof,”
“herein” and “hereunder” and words of similar import refer to this Indenture as a whole and not to
any particular provision of this Indenture; (d) references to any Article, Section, Schedule or
Exhibit are references to Articles, Sections, Schedules and Exhibits in or to this Indenture and
references to any paragraph, subsection, clause or other subdivision within any Section or
definition refer to such paragraph, subsection, clause or other subdivision of such
Section or definition; (e) the term “including” and all variations thereof means “including
without limitation”; (f) except as otherwise expressly provided herein, references to any law or



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regulation refer to that law or regulation as amended from time to time and include any successor
law or regulation; (g) references to any Person include that Person’s successors and assigns; and
(h) headings are for purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.




ARTICLE II




THE NOTES



     SECTION 2.1 Form. The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B
Notes and the Class C Notes, in each case together with the Indenture Trustee’s certificate of
authentication, shall be in substantially the form set forth in Exhibit A hereto, 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 the 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.



     Each Note shall be dated the date of its authentication. The terms of the Notes set forth in
Exhibit A hereto are part of the terms of this Indenture.



     SECTION 2.2 Execution, Authentication and Delivery. 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.



     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.



     The Indenture Trustee shall, upon Issuer Order, authenticate and deliver Class A-1 Notes for
original issue in an aggregate principal amount of $334,700,000, Class A-2 Notes for original issue
in an aggregate principal amount of $209,200,000, Class A-3 Notes for original issue in an
aggregate principal amount of $96,100,000, Class B Notes for original issue in an aggregate
principal amount of $94,300,000 and Class C Notes for original issue in an aggregate principal
amount of $165,700,000. The Note Balance of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes,
Class B Notes and Class C Notes outstanding at any time may not exceed such amounts except as
provided in Section 2.5.



     Each Note shall be dated the date of its authentication. The Notes shall be issuable as
registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in
excess thereof (except for one Note of each Class which may be issued in a denomination other than
an integral multiple of $1,000).



     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 Indenture Trustee by the manual signature of one of its



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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. Pending the preparation of Definitive Notes, the Issuer may
execute, and upon receipt of an Issuer Order, the Indenture 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.



     If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of
the Issuer to be maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the
Indenture Trustee upon Issuer Order 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 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 the registration of transfers
of Notes. The Indenture Trustee shall initially be “Note Registrar” for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the
Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume
the duties of Note Registrar.



     If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the
Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the location, of the Note Register, and the
Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a
certificate executed on behalf of the Note Registrar by a Responsible Officer thereof as to the
names and addresses of the Noteholders and the principal amounts and number of such Notes.



     Notwithstanding the foregoing, for so long as U.S. Bank National Association is acting as the
Indenture Trustee hereunder, it shall also act as the Note Registrar.



     (b) 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 of
the UCC are met, the Issuer shall execute and upon its written request the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture 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 outstanding principal amount.



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     At the option of the related Noteholder, Notes may be exchanged for other Notes in any
authorized denominations, of the same Class and a like Note Balance, upon surrender of the Notes to
be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the
requirements of Section 8-401 of the UCC are met the Issuer shall execute and, upon Issuer Request,
the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture
Trustee, the Notes which the Noteholder making the exchange is entitled to receive.



     (c) 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.



     (d) Every Note presented or surrendered for registration of transfer or exchange shall be (i)
duly endorsed by, or be accompanied by a written instrument of transfer in form and substance
satisfactory to the Issuer and the Indenture Trustee duly executed by the Noteholder thereof or its
attorney-in-fact duly authorized in writing, with such signature guaranteed by an “eligible grantor
institution” meeting the requirements of the Note Registrar which requirements include membership
or participation in the 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 Indenture Trustee may require, including but not limited to the applicable
IRS Form W-8 or W-9.



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



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



     By acquiring a Note, each purchaser and transferee shall be deemed to represent and warrant
that either (a) it is not acquiring such Note (or any interest therein) with any assets of a
Benefit Plan or any governmental plan, non-U.S. plan or church plan or any other employee benefit
plan or retirement arrangement that is subject to Similar Law; or (b) (i) such Note is rated at
least “BBB-” or its equivalent by a Rating Agency at the time of purchase or transfer and (ii) the
acquisition, holding and disposition of such Note (or any interest therein) will not give rise to a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a
non-exempt violation of any Similar Law.



     The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,



2010-3 Indenture




5









 







and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.




     Any Notes retained by the Issuer or a Person that is considered the same Person as the Issuer
for United States federal income tax purposes may not be transferred to another Person (other than
a Person that is considered the same Person as the Issuer for United States federal income tax
purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the
Depositor and the Indenture Trustee at such time that such Notes will be debt for United States
federal income tax purposes or alternatively that the sale of such Notes to a person unrelated to
the Issuer or Depositor will not cause the Issuer to be treated as an association or publicly
traded partnership taxable as a corporation. In addition, if for tax or other reasons it may be
necessary to track such Notes (e.g., if the Notes have original issue discount), tracking
conditions such as requiring that such Notes be in definitive registered form may be required by
the Administrator as a condition to such transfer.



     SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is
surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a “protected purchaser” (as contemplated by
Article 8 of the UCC), and provided that the requirements of Section 8-405 of the UCC are met, the
Issuer shall execute and upon its written request the Indenture Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note; provided 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 upon delivery of the security
or indemnity herein required 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
“protected purchaser” (as contemplated by Article 8 of the UCC) of the original Note in lieu of
which such replacement Note was issued presents for payment such original Note, the Issuer and the
Indenture 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 “protected purchaser”
(as contemplated by Article 8 of the UCC), 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 Indenture Trustee in connection therewith.



     Upon the issuance of any replacement Note under this Section 2.5, the Issuer or the
Indenture Trustee may require the payment by the Noteholder 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 Indenture Trustee or the Note
Registrar) connected therewith.



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     Every replacement Note issued pursuant to this Section 2.5 in replacement of any
mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual
obligation of the Issuer and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.



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



     SECTION 2.6 Persons Deemed Owners. Prior to due presentment for registration of transfer of
any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee
shall treat the Person in whose name any Note is registered (as of the day of determination) as the
owner of such Note for the purpose of receiving payments of principal of and interest, if any, on
such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither
the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.



     SECTION 2.7 Payment of Principal and Interest; Defaulted Interest. (a) Each of the Notes
shall accrue interest at its respective Interest Rate, and such interest shall be due and payable
on each Payment Date as specified therein, subject to Sections 3.1 and 8.2. Any
installment of interest or principal, if any, due and 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 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, except that, unless Definitive Notes have been issued pursuant to Section
2.12, with respect to Notes registered on the 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 and except for the final
installment of principal payable with respect to such Note on a Payment Date or on the Final
Scheduled Payment Date for such Class (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 as
provided in Section 8.2. Notwithstanding the foregoing, the entire unpaid Note Balance and
all accrued interest thereon shall be due and payable, if not previously paid, on the earlier of
(i) the date on which an Event of Default shall have occurred and is continuing, if the Indenture
Trustee or the Holders of a majority of the Note Balance of the Controlling Class have declared the
Notes to be immediately due and payable in the manner provided in Section 5.2 and (ii) with
respect to any Class of Notes, on the Final Scheduled Payment Date for that Class. All principal
payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled
thereto. The Indenture 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 Indenture Trustee
expects that the final installment of principal of and interest on such Note will be paid.
Such notice shall be transmitted 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



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the place where such Note may be presented and surrendered for payment of such installment. Notices in
connection with redemptions of Notes shall be mailed to Noteholders as provided in Section
10.2.




     (c) If the Issuer defaults in a payment of interest on any Class of Notes, the Issuer shall
pay defaulted interest (plus interest on such defaulted interest to the extent lawful at the
applicable Interest Rate for such Class of Notes), which shall be due and payable on the Payment
Date following such default. The Issuer shall pay such defaulted interest to the Persons who are
Noteholders on the Record Date for such following Payment Date.



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



     SECTION 2.9 Release of Collateral. Subject to Section 11.1, the Indenture Trustee
shall release property from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officer’s Certificate, an Opinion of Counsel, and, unless the Notes have been
redeemed in accordance with Section 10.1, Independent Certificates in accordance with TIA
Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to
the effect that the TIA does not require any such Independent Certificates. If the Commission
shall issue an exemptive order under TIA Section 304(d) modifying the Issuer’s obligations under
TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and the terms of the Transaction
Documents, the Indenture Trustee shall release property from the lien of this Indenture in
accordance with the conditions and procedures set forth in such exemptive order.



     SECTION 2.10 Book-Entry Notes. The Notes, upon original issuance, will be issued in the form
of typewritten Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee,
as agent for DTC, the initial Clearing Agency, by, or on behalf of, the Issuer. One fully
registered Book-Entry Note shall be issued with respect to each $500 million in aggregate principal
amount of each Class of Notes and any such lesser amount. 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 shall receive a Definitive Note representing such Note Owner’s interest in such Note,
except as provided in Section 2.12. Unless and until definitive, fully registered Notes
(the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:



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



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



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



     (d) 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 or among such Note Owners and the
Clearing Agency and/or the Clearing Agency Participants or Persons acting through Clearing Agency
Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are issued
pursuant to Section 2.12, the initial 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; and



     (e) whenever this Indenture requires or permits actions to be taken based upon instructions
or directions of Noteholders evidencing a specified percentage of the Note Balance, 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 or Persons acting
through Clearing Agency Participants owning or representing, respectively, such required percentage
of the beneficial interest in the Notes and has delivered such instructions to the Indenture
Trustee.



     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 Indenture Trustee shall give all such
notices and communications specified herein to be given to the Noteholders to the Clearing Agency,
and shall have no obligation to the Note Owners.



     SECTION 2.12 Definitive Notes. If (a) the Administrator advises the Indenture Trustee in
writing that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Notes, and the Administrator or the Indenture Trustee is
unable to locate a qualified successor, (b) the Administrator at its option advises the Indenture
Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or
(c) after the occurrence of an Event of Default, Note Owners representing beneficial interests
aggregating at least a majority of the Note Balance, voting together as a single Class, advise the
Indenture Trustee through the Clearing Agency or its successor in writing that the continuation of
a book entry system through the Clearing Agency or its successor is no longer in the best interests
of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee
of the occurrence of any such event and of the availability of Definitive Notes to Note Owners
requesting the same. Upon surrender to the Indenture 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 Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on, such instructions.



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Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the
Definitive Notes as Noteholders.




     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.



     SECTION 2.13 Authenticating Agents. (a) Upon the request of the Issuer, the Indenture
Trustee shall, and if the Indenture Trustee so chooses, the Indenture Trustee may appoint one or
more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject
to its direction in the authentication of Notes in connection with issuance, transfers and
exchanges under Sections 2.2, 2.3, 2.4, 2.5 and 9.6, as
fully to all intents and purposes as though each such Authenticating Agent had been expressly
authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the
authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be
the authentication of Notes “by the Indenture Trustee.” The Indenture Trustee shall be the
Authenticating Agent in the absence of any appointment thereof.



     (b) Any corporation into which any Authenticating Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all
or substantially all of the corporate trust business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, without the execution or filing of any further
act on the part of the parties hereto or such Authenticating Agent or such successor corporation.



     (c) Any Authenticating Agent may at any time resign by giving written notice of resignation
to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the
agency of any Authenticating Agent by giving written notice of termination to such Authenticating
Agent and the Issuer. Upon receiving such notice of resignation or upon such termination, the
Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any
such appointment to the Issuer.



     (d) The provisions of Section 6.4 shall be applicable to any Authenticating Agent.



     SECTION 2.14 Tax Treatment. (a) The parties hereto acknowledge and agree that it is their
mutual intent that the Notes constitute and be treated as indebtedness for U.S. federal and all
applicable state and local income and franchise tax purposes (other than any Notes that are owned
during any period of time either by the Issuer or by a Person that is considered the same Person as
the Issuer for U.S. federal income tax purposes). Further, each party hereto, and each Noteholder
by accepting and holding a Note (other than a Noteholder that is the Issuer or a Person that is
considered to be the same Person as the Issuer for U.S. federal income tax purposes), hereby
covenants to every other party hereto and to every other Noteholder to treat the Notes as
indebtedness for U.S. federal and all applicable state and local income and franchise tax purposes
in all tax filings, reports and returns and otherwise, and further covenants that neither it
nor any of its Affiliates will take, or participate in the taking of or permit to be taken,
any action that is inconsistent with such tax treatment and tax reporting of the Notes, unless
required by



2010-3 Indenture





10









 







applicable law. All successors and assignees of the parties hereto shall be bound by
the provisions hereof.




     (b) The parties hereto agree that it is their mutual intent that, for all applicable purposes
the Residual Interest will not constitute indebtedness.



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 and this
Indenture. Without limiting the foregoing and subject to Section 8.2, on each Payment Date
the Issuer shall cause to be paid all amounts on deposit in the Collection Account which represent
Available Funds for such Payment Date in accordance with the Sale and Servicing Agreement. Amounts
properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or
principal shall be considered to have been paid by the Issuer to such Noteholder for all purposes
of this Indenture. Interest accrued on the Notes shall be due and payable on each Payment Date.
The final interest payment on each Class of Notes is due on the earlier of (a) the Payment Date
(including any Redemption Date) on which the principal amount of that Class of Notes is reduced to
zero or (b) the applicable Final Scheduled Payment Date for that Class of Notes.



     SECTION 3.2 Maintenance of Office or Agency. As long as any of the Notes remain Outstanding,
the Issuer shall 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 Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer shall
give prompt written notice to the Indenture Trustee of the location, and of any change in the
location, of any such office or agency. If at any time the Issuer shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and
demands.



     SECTION 3.3 Money for Payments To Be Held in Trust. As provided in Section 5.4 and
8.2, all payments of amounts due and payable with respect to any Notes that are to be made
from amounts withdrawn from the Trust Accounts shall be made on behalf of the Issuer by the
Indenture Trustee or by another Paying Agent, and no amounts so withdrawn therefrom for payments on
the Notes shall be paid over to the Issuer except as provided in this Section and Section
4.4 of the Sale and Servicing Agreement.



     On or prior to each Payment Date and Redemption Date, the Issuer shall deposit or cause to be
deposited into the Collection Account an aggregate sum sufficient to pay the amounts then becoming
due under the Notes and to other Persons entitled to payment on each Payment Date,
and the Paying Agent shall hold such sum to be held in trust for the benefit of the Persons
entitled thereto pursuant to the Transaction Documents and (unless the Paying Agent is the



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Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure
so to act.




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




     (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 provided in the Transaction Documents;




     (ii) give the Indenture Trustee written 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 Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust
by such Paying Agent;




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



     Notwithstanding the foregoing, for so long as U.S. Bank National Association is acting as the
Indenture Trustee hereunder, it shall also act as the Paying Agent.



     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 Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying
Agent; and upon such a payment by any Paying Agent to the Indenture Trustee, such Paying Agent
shall be released from all further liability with respect to such money.



     Subject to applicable laws with respect to the escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to
any Note and remaining unclaimed for two years after such amount has become due and payable shall
be discharged from such trust and distributed by the Indenture Trustee to the Issuer on Issuer
Request and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Issuer for payment thereof and all liability of the Indenture Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the



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Indenture Trustee or such Paying Agent, before being required to make any
such repayment, shall at the reasonable expense of the Issuer cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified
therein, which date shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be paid to the Issuer. The Indenture Trustee may also
adopt and employ, at the written direction of and at the expense of the Issuer, any other
reasonable means of notification of such repayment (including, but not limited to, mailing notice
of such repayment to Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in monies due and payable but not claimed is determinable
from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for
each such Noteholder).




     SECTION 3.4 Existence. 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 shall keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and shall obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral
and each other instrument or agreement included in the Trust Estate.



     SECTION 3.5 Protection of Collateral. The Issuer intends the security interest Granted
pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be
prior to all other Liens in respect of the Collateral, and the Issuer shall take all actions
necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the
Noteholders, a first Lien on and a first priority, perfected security interest in the Collateral.
The Issuer shall from time to time execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of further assurance and
other instruments, all as prepared by the Administrator and delivered to the Issuer, and shall take
such other action necessary or advisable to:



     (a) Grant more effectively all or any portion of the Collateral;



     (b) maintain or preserve the lien and security interest (and the priority thereof) created by
this Indenture or carry out more effectively the purposes hereof;



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



     (d) enforce any of the Collateral; or



     (e) preserve and defend title to the Collateral and the rights of the Indenture Trustee and
the Noteholders in the Collateral against the claims of all Persons.



     The Issuer hereby designates the Indenture Trustee as its agent and attorney-in-fact and
hereby authorizes the Indenture Trustee to file all financing statements, continuation statements
or other instruments required to be executed or filed (if any) pursuant to this Section;
provided, however, that the Indenture Trustee shall not be obligated to execute or
authorize such



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instruments
except upon written instruction from the Issuer or the Servicer. Notwithstanding any statement to the contrary contained herein or in any other Transaction
Document, the Issuer shall not be required to notify any insurer with respect to any Insurance
Policy about any aspect of the transactions contemplated by the Transaction Documents.




     SECTION 3.6 Opinions as to Collateral. (a) On the Closing Date, the Issuer shall furnish to
or cause to be furnished to the Indenture Trustee an Opinion of Counsel either stating (i) that, in
the opinion of such counsel, such action has been taken with respect to the recording and filing of
this Indenture, any indentures supplemental hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and continuation statements, as are
necessary to perfect and make effective the first priority lien and security interest of this
Indenture and reciting the details of such action, or (ii) that, in the opinion of such counsel, no
such action is necessary to make such lien and security interest effective.



     (b) Within 120 days after the beginning of each calendar year, beginning with April 30, 2011,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any financing statements and
continuation statements as are necessary to maintain the lien and security interest created by this
Indenture and reciting the details of such action or stating that in the opinion of such counsel no
such action is necessary to maintain such lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and the execution and filing of
any financing statements and continuation statements that will, in the opinion of such counsel, be
required to maintain the lien and security interest of this Indenture until April 30 in the
following calendar year.



     SECTION 3.7 Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not
take any action and shall use its reasonable efforts not to permit any action to be taken by
others, including the Administrator, that would release any Person from any of such Person’s
material covenants or obligations under any instrument or agreement included in the Collateral 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 Transaction Documents or
such other instrument or agreement.



     (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 Indenture 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 Administrator, and the Administrator has agreed, to
assist the Issuer in performing its duties under this Indenture.



     (c) The Issuer shall, and shall cause the Administrator and the Servicer to, punctually
perform and observe all of its respective obligations and agreements contained in this Indenture,
the other Transaction Documents and the instruments and agreements included in the Collateral,



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including but not limited to preparing (or causing to 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 other Transaction Documents in accordance with and within the time periods
provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall
not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof
other than in accordance with the amendment provisions set forth in such Transaction Document.




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



     (a) engage in any activities other than financing, acquiring, owning, pledging and managing
the Receivables and the other Collateral as contemplated by this Indenture and the other
Transaction Documents;



     (b) except as expressly permitted by this Indenture or in the other Transaction Documents,
sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer;



     (c) 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
applicable state law) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Trust Estate;



     (d) dissolve or liquidate in whole or in part;



     (e) (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the
lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or
permit any Person to be released from any covenants or obligations with respect to the Notes under
this Indenture except as may be expressly permitted hereby, (ii) permit any Lien to be created on
or extend to or otherwise arise upon or burden the assets of the Issuer or any part thereof or any
interest therein or the proceeds thereof and (iii) permit the lien of this Indenture not to
constitute a valid first priority (other than with respect to any Permitted Lien) security interest
in the Collateral (it being understood that (A) either each Receivable constituting part of the
Collateral is secured by a first priority validly perfected security interest in the Financed
Vehicle in favor of the applicable Originator, as secured party, or all necessary actions with
respect to the Receivable have been taken or will be taken to perfect a first priority security
interest in the Financed Vehicle in favor of the applicable Originator, as secured party and (B)
the Issuer shall not be required to notify any insurer with respect to any Insurance Policy
obtained by an Obligor about any aspect of the transactions contemplated by the Transaction
Documents);



     (f) incur, assume or guarantee any indebtedness other than indebtedness incurred in
accordance with the Transaction Documents; or



     (g) merge or consolidate with, or transfer substantially all of its assets to, any other
Person.



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     SECTION 3.9 Annual Compliance Statement.



     (a) So long as the Seller is required to file any reports with respect to the Issuer under
the Exchange Act, the Issuer shall deliver to the Indenture Trustee and each Rating Agency, within
120 days after the end of each calendar year (commencing with the year ending December 31, 2010),
an Officer’s Certificate stating, as to the Responsible Officer signing such Officer’s Certificate,
that:




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




     (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, 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.



     (b) The Issuer shall:




     (i) file with the Indenture Trustee, within 15 days after the Issuer is required (if
at all) to file the same with the Commission, copies of the annual reports and such other
information, documents and reports (or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and regulations prescribe) as the Issuer may
be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
or such other reports required pursuant to TIA Section 314(a)(1);




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




     (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by
mail to all Noteholders as required by TIA Section 313(c)) such summaries of any
information, documents and reports required to be filed by the Issuer pursuant to clauses
(i) and (ii) of this Section 3.9(b) as may be required pursuant to rules and
regulations prescribed from time to time by the Commission.



     (c) Delivery of such reports, information and documents to the Indenture Trustee is for
informational purposes only and the Indenture Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the
Indenture Trustee is entitled to rely exclusively on Officer’s Certificates).



     (d) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall be the same
as the fiscal year of the Servicer (which shall end on December 31st of each year).



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     SECTION 3.10 Restrictions on Certain Other Activities. The Issuer shall not: (i) engage in
any activities other than financing, acquiring, owning, pledging and managing the Trust Estate and
the other Collateral in the manner contemplated by the Transaction Documents; (ii) issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness other
than the Notes; (iii) make any loan, advance or credit to, 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, 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; or (iv) make any
expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or
personalty).



     SECTION 3.11 Restricted Payments. The Issuer shall not, directly or indirectly, (a) pay any
dividend or make any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial
interest in the Issuer or otherwise with respect to any ownership or equity interest or security in
or of the Issuer or to the Servicer or the Administrator, (b) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (c) set aside or otherwise
segregate any amounts for any such purpose; provided that the Issuer may cause to be made
(i) distributions to the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee, the
Noteholders and the Residual Interestholders as permitted by, and to the extent funds are available
for such purpose under this Indenture, the Sale and Servicing Agreement, the Trust Agreement or the
Administration Agreement. Other than as set forth in the preceding sentence, the Issuer will not,
directly or indirectly, make distributions from the Trust Accounts.



     SECTION 3.12 Notice of Events of Default; Servicer Replacement Events. The Issuer shall
promptly deliver to the Indenture Trustee and each Rating Agency written notice in the form of an
Officer’s Certificate of (i) an Event of Default or any event which with the giving of notice, the
lapse of time or both would become an Event of Default, its status and what action the Issuer is
taking or proposes to take with respect thereto and (ii) the occurrence of a Servicer Replacement
Event or any event which with the giving of notice, the lapse of time or both would become a
Servicer Replacement Event.



     SECTION 3.13 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer
shall execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.



     SECTION 3.14 Compliance with Laws. The Issuer shall comply with the requirements of all
applicable laws, the non-compliance with which would, individually or in the aggregate, materially
and adversely affect the ability of the Issuer to perform its obligations under the Notes, this
Indenture or any other Transaction Document.



     SECTION 3.15 Removal of Administrator. For so long as any Notes are Outstanding, the Issuer
shall not remove the Administrator without cause unless the Rating Agency Condition shall have been
satisfied in connection therewith.



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     SECTION 3.16 Perfection Representations, Warranties and Covenants. The perfection
representations, warranties and covenants attached hereto as Schedule I shall be deemed to
be part of this Indenture for all purposes.



     SECTION 3.17 Investment Company Act. The Issuer is not an “investment company” that is
registered or required to be registered under, or otherwise subject to the restrictions of, the
Investment Company Act.



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 (a) rights of registration of transfer and
exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders
to receive payments of principal thereof and interest thereon, (d) Sections 3.3,
3.4, 3.5, 3.8, 3.11, 3.12, (e) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under
Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) and (f)
the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with
the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when:



     (a) either (i) all Notes theretofore authenticated and delivered (other than (1) Notes that
have been destroyed, lost or stolen and that have been replaced or paid as provided in Section
2.5 and (2) Notes for which 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 Indenture Trustee for cancellation
or (ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have
become due and payable, (2) will become due and payable at the latest occurring Final Scheduled
Payment Date within one year, or (3) are to be called for redemption within one year under
arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the
Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of
clauses (1), (2) or (3), has irrevocably deposited or caused to be
irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations
guaranteed by the United States of America (which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation,
when due, to the latest occurring Final Scheduled Payment Date or Redemption Date (if Notes shall
have been called for redemption pursuant to Section 10.1), as the case may be;



     (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer;
and



     (c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of
Counsel and (if required by the TIA or the Indenture Trustee, and if such discharge is not related
to a redemption of the Notes in accordance with Section 10.1) an Independent Certificate,



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each meeting the applicable requirements of Section 11.1(a) and, subject to
Section 11.2, stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.




     SECTION 4.2 Application of Trust Money. All monies deposited with the Indenture Trustee
pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the
provisions of the Notes, this Indenture and Article IV of the Sale and Servicing Agreement. Such
monies need not be segregated from other funds except to the extent required herein, in the Sale
and Servicing Agreement or by law.



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



ARTICLE V




EVENTS OF DEFAULT; REMEDIES



     SECTION 5.1 Events of Default. The occurrence and continuation of 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) shall constitute
a default under this Indenture (each, an “Event of Default”):



     (a) a default in the payment of any interest on any Note of the Controlling Class when the
same becomes due and payable, and such default continues for a period of five Business Days or
more;



     (b) a default in the payment of principal of any Note at the related Final Scheduled Payment
Date or the Redemption Date;



     (c) any failure by the Issuer to duly observe or perform in any respect any of its
covenants or agreements made in this Indenture (other than a covenant or agreement, a default in
the observance or performance of which is elsewhere in this Section specifically dealt with), which
failure materially and adversely affects the rights of the Noteholders, and such failure shall
continue unremedied for a period of 60 days (or for such longer period not in excess of 90 days as
may be reasonably necessary to remedy such failure; provided that such failure is capable of remedy
within 90 days) after there shall have been given, by registered or certified mail, to the Issuer
by the Indenture Trustee or by Noteholders evidencing at least 25% of the Note Balance, a written
notice specifying such failure and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder;



     (d) any representation or warranty of the Issuer made in this Indenture proves to have been
incorrect in any respect when made, which failure materially and adversely affects the rights of
the Noteholders, and which failure continues unremedied for 60 days (or for such longer


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period not in excess of 90 days as may be reasonably necessary to remedy such failure;
provided that such failure is capable of remedy within 90 days) after there shall have been given,
by registered or certified mail, to the Issuer by the Indenture Trustee or by Noteholders
evidencing at least 25% of the Note Balance, a written notice specifying such failure and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder; or




     (e) a Bankruptcy Event with respect to the Issuer;


provided, however, that (A) if any delay or failure of performance referred to in clause
(a) above shall have been caused by force majeure or other similar occurrence, the five
Business Day grace period referred to in such clause (a) shall be extended for an
additional 60 calendar days, (B) if any delay or failure of performance referred to in clause
(b) above shall have been caused by force majeure or other similar occurrence, such failure or
delay shall not constitute an Event of Default for an additional 60 calendar days, (C) if any delay
or failure of performance referred to in clause (c) above shall have been caused by force
majeure or other similar occurrence, the 60 day grace period referred to in such clause (c)
shall be extended for an additional 60 calendar days and (D) if any delay or failure of performance
referred to in clause (d) above shall have been caused by force majeure or other similar
occurrence, the 60 day grace period referred to in such clause (d) shall be extended for an
additional 60 calendar days.




     SECTION 5.2 Acceleration of Maturity; Waiver of Event of Default. (a) Except as set forth
in the following sentence, if an Event of Default should occur and be continuing, then and in every
such case the Indenture Trustee may, or if directed by the Noteholders representing not less than a
majority of the Note Balance of the Controlling Class, shall declare all the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if
given by Noteholders), and upon any such declaration the unpaid Note Balance of the Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall become immediately
due and payable. If an Event of Default specified in Section 5.1(e) occurs, all unpaid
principal, together with all accrued and unpaid interest thereon, of all Notes, and all other
amounts payable hereunder, shall automatically become due and payable without any declaration or
other act on the part of the Indenture Trustee or any Noteholder.



     (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 Indenture Trustee as
hereinafter provided for in this Article V, the Noteholders representing a majority of the
Note Balance of the Controlling Class, by written notice to the Issuer and the Indenture Trustee,
may rescind and annul such declaration and its consequences if:




     (i) the Issuer has paid or deposited with the Indenture 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 Indenture Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances of the
Indenture 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 5.12.


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



     If the Notes have been declared due and payable or have automatically become due and payable
following an Event of Default, the Indenture Trustee may institute Proceedings to collect amounts
due, exercise remedies as a secured party (including foreclosure or sale of the Collateral) or
elect to maintain the Collateral and continue to apply the proceeds from the Collateral as if there
had been no declaration of acceleration. Any sale of the Collateral by the Indenture Trustee will
be subject to the terms and conditions of Section 5.4.



     SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee.
(a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note of
the Controlling Class when the same becomes due and payable, and such default continues for a
period of five Business 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, the Issuer will,
upon demand of the Indenture Trustee in writing as directed by the Noteholders representing not
less than a majority of the Note Balance of the Controlling Class, pay to the Indenture Trustee,
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 Indenture Trustee and its agents and counsel.



     (b) In case the Issuer shall fail forthwith to pay the amounts described in clause
(a) above upon such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer
or other obligor upon such Notes and collect in the manner provided by law out of the property of
the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to
be payable.



     (c) If an Event of Default shall have occurred and is continuing, the Indenture Trustee may,
as more particularly provided in Section 5.4, in its discretion, proceed to protect and
enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of
any power granted herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by 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 Collateral, Proceedings under
the Bankruptcy 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


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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 Indenture 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 Indenture Trustee shall have made any
demand pursuant to the provisions of this Section, 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 Indenture Trustee (including
any claim for reasonable compensation to the Indenture Trustee and each predecessor
Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement
of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee
and each predecessor Indenture Trustee, except as a result of negligence, bad faith or
willful misconduct) and of the Noteholders allowed in such Proceedings;




     (ii) unless prohibited by applicable law and regulations, to vote on behalf of the
Noteholders in any election of a trustee, a standby trustee or person performing similar
functions in any such Proceedings;




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




     (iv) to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the Noteholders 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 Noteholder to make payments to the Indenture Trustee, and, in the
event that the Indenture Trustee shall consent to the making of payments directly to such
Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result
of negligence, bad faith or willful misconduct, and any other amounts due the Indenture Trustee
under Section 6.7.




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


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     (f) All rights of action and of asserting claims under this Indenture, or under any of the
Notes, may be enforced by the Indenture 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 Indenture Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Noteholders, to the extent set forth
in Section 5.4(b).



     (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be
necessary to make any Noteholder a party to any such Proceedings.



     SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall have occurred and is
continuing, the Indenture Trustee may do one or more of the following (subject to Sections
5.2 and 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 monies adjudged due;




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




     (iii) exercise any other remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture Trustee
and the Noteholders; and




     (iv) subject to Section 5.17, after an acceleration of the maturity of the
Notes pursuant to Section 5.2, sell the Collateral 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, however, that the Indenture Trustee may not exercise the remedy described
in clause (iv) above unless (A) the Holders of all Outstanding Notes have consented to such
liquidation, (B) the proceeds of such sale or liquidation are sufficient to pay in full the
principal of and the accrued interest on the Outstanding Notes or (C) the Event of Default either
(x) relates to the failure to pay interest or principal when due and payable (a “Payment
Default”) and the Indenture Trustee determines (but shall have no obligation to make such
determination) that the Collections on the Receivables will not be sufficient on an ongoing basis
to make all payments on the Notes as they would have become due if the Notes had not been declared
due and payable or (y) relates to a Bankruptcy Event and, in the case of each of (x) and
(y) above, the Indenture Trustee obtains the consent of the holders of 66-2/3% of the Note
Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to
clauses (B) and (C) of the preceding sentence, the Indenture Trustee may, but need not, obtain and
rely upon an opinion of





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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.
Notwithstanding anything herein to the contrary, if the Event of Default does not relate to a
Payment Default or Bankruptcy Event with respect to the Issuer, the Indenture Trustee may not sell
or otherwise liquidate the Trust Estate unless the Holders of all Outstanding Notes consent to such
sale or the proceeds of such sale are sufficient to pay in full the principal of and accrued
interest on the Outstanding Notes.




     (b) Notwithstanding the provisions of Section 8.2 hereof or Section 4.4 of
the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant
to this Article V and the Notes have been accelerated, it shall pay out such money or
property (and other amounts, including all amounts held on deposit in the Reserve Account) held as
Collateral for the benefit of the Noteholders (net of liquidation costs associated with the sale of
the Trust Estate) in the following order of priority:




     (i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees
(including any unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior
periods) and any reasonable expenses (including indemnification amounts) not previously paid
by the Servicer;




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




     (iii) third, to the Holders of the Class A Notes, the Accrued Class A Note Interest;
provided that if there are not sufficient funds available to pay the entire amount of the
Accrued Class A Note Interest, the amount available shall be applied to the payment of such
interest on each Class of Class A Notes on a pro rata basis based on the amount of interest
payable to each Class of Class A Notes;




     (iv) fourth, (a), if an Event of Default described in Section 5.1(a),
(b) or (e) has occurred, in the following order or priority:




     (1) to the Holders of the Class A-1 Notes in respect of principal
thereof until the Class A-1 Notes have been paid in full;




     (2) to the Holders of the Class A-2 Notes and the Holders of the Class
A-3 Notes in respect of principal thereof, pro rata, based on the Note
Balance of each Class of such Class A Notes, until all Classes of the Class
A Notes have been paid in full;




     (3) to the Holders of the Class B Notes, the Accrued Class B Note
Interest;




     (4) to the Holders of the Class B Notes in respect of principal
thereof until the Class B Notes have been paid in full;




     (5) to the Holders of the Class C Notes, the Accrued Class C Note
Interest; and


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     (6) to the Holders of the Class C Notes in respect of principal
thereof until the Class C Notes have been paid in full;




fourth (b), if an Event of Default described in Section 5.1(c) or
(d) has occurred, in the following order of priority:




     (1) to the Holders of the Class B Notes, the Accrued Class B Note
Interest;




     (2) to the Holders of the Class C Notes, the Accrued Class C Note
Interest;




     (3) to the Holders of the Class A-1 Notes in respect of principal
thereof until the Class A-1 Notes have been paid in full;




     (4) to the Holders of the Class A-2 Notes and the Holders of the Class
A-3 Notes in respect of principal thereof, pro rata, based on the Note
Balance of each Class of such Class A Notes, until all classes of the Class
A Notes have been paid in full;




     (5) to the Holders of the Class B Notes in respect of principal
thereof until the Class B Notes have been paid in full; and




     (6) to the Holders of the Class C Notes in respect of principal
thereof until the Class C Notes have been paid in full;




     (v) fifth, any remaining funds shall be distributed to the Certificate Distribution
Account for distribution to or at the direction of the Residual Interestholder.



     The Indenture 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 Indenture Trustee a notice that states the record date, the payment date and the
amount to be paid.



     Prior to an acceleration of the Notes after an Event of Default, if the Indenture Trustee
collects any money or property pursuant to this Article V, such amounts shall be deposited
into the Collection Account and distributed in accordance with Section 4.4 of the Sale and
Servicing Agreement and Section 8.2 hereof.



     SECTION 5.5 Optional Preservation of the Collateral. If the Notes have been declared or are
automatically due and payable under Section 5.2 following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, if permitted hereunder, the
Indenture Trustee may, but need not, elect to maintain possession of the Collateral and shall
continue to apply the proceeds thereof in accordance with Section 5.4(b). It is the intent
of the parties hereto and the Noteholders that there be at all times sufficient funds for the
payment of principal of and interest on the Notes, and the Indenture Trustee shall take such intent
into account when determining whether or not to maintain possession of the Collateral. In
determining whether to maintain possession of the Collateral, the Indenture Trustee may, but


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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 Collateral for such purpose.




     SECTION 5.6 Limitation of Suits. (a) 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 Indenture Trustee of a
continuing Event of Default;




     (ii) the Holders of not less than 25% of the Note Balance of the Controlling Class
have made written request to the Indenture Trustee to institute such proceeding in respect
of such Event of Default in its own name as the Indenture Trustee hereunder;




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




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




     (v) no direction inconsistent with such written request has been given to the
Indenture Trustee during such 60-day period by the Holders of a majority of the Note Balance
of the Controlling Class.


No Noteholder or group of Noteholders 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 Noteholders or to obtain or to seek to obtain priority or preference over any other
Noteholders or to enforce any right under this Indenture, except, in each case, to the extent and
in the manner herein provided.




     In the event the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Noteholders, each representing less than a majority of the
Note Balance of the Controlling Class, the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.



     (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture
and the Notes, nor any right in any manner to otherwise control the operation and management of the
Issuer. However, in connection with any action as to which Noteholders are entitled to vote or
consent under this Indenture and the Notes, the Issuer may set a record date for purposes of
determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section
316(c).



     SECTION 5.7 Rights of Noteholders To Receive Principal and Interest. Notwithstanding any
other provisions in this Indenture, the Holder of any Note shall have the right to receive payment
of the principal of and interest 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


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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 Noteholder.




     SECTION 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder
has instituted any Proceeding to enforce any right or remedy under this Indenture and such
Proceeding has been discontinued or abandoned for any reason or has been determined adversely to
the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture
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 Indenture Trustee and the Noteholders shall continue as though no such Proceeding
had been instituted.



     SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or
reserved to the Indenture Trustee 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 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee
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 Indenture Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.



     SECTION 5.11 Control by Noteholders. Subject to the provisions of Sections 5.4,
5.6, 6.2(d) and 6.2(e), Noteholders holding not less than a majority of the
Note Balance of the Controlling Class, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee with respect to the
Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee;
provided that




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




     (b) any such direction to the Indenture Trustee to sell or liquidate the
Collateral shall be effective only to the extent the Indenture Trustee is permitted
to take such action pursuant to Section 5.4(a);




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


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     (d) the Indenture Trustee may take any other action deemed proper by the
Indenture Trustee that is not inconsistent with such direction, applicable law and
the terms of this Indenture; and




     (e) such direction shall be in writing;


provided, further, that, subject to Section 6.1, the Indenture Trustee need
not take any action that it determines might expose it to personal liability or might materially
adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.




     SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 5.2, the Holders of Notes of not less than a
majority of the Note Balance of the Controlling Class may waive any past Default or Event of
Default and its consequences except a Default (a) in payment of principal of or interest on any of
the Notes, (b) in respect of a covenant or provision hereof which cannot be modified or amended
without the consent of each Noteholder or (c) arising from a Bankruptcy Event with respect to the
Issuer. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders
shall be restored to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent thereto.



     Upon any such waiver, such 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 prior, subsequent or other Default or Event of Default or impair any right consequent
thereto.



     SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Noteholder
by such Noteholder’s acceptance of a Note 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 Indenture Trustee for any action taken, suffered or omitted by it as the
Indenture 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 Indenture Trustee, (b) any suit
instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Note Balance 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).



     SECTION 5.14 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


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impede the execution of any power herein granted to the Indenture Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.




     SECTION 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on
the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of
any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor
any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance
with Section 5.4(b), if the maturity of the Notes has been accelerated pursuant to
Section 5.2 of this Indenture, or Section 4.4 of the Sale and Servicing Agreement
and Section 8.2 of this Indenture, if the maturity of the Notes has not been accelerated.



     SECTION 5.16 Performance and Enforcement of Certain Obligations. (a) Promptly following a
request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and observance (i) by the Seller
and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection
with the Sale and Servicing Agreement or (ii) by the Seller or Santander Consumer, as applicable,
of each of their obligations under or in connection with the Purchase Agreement, in each case, in
accordance with the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the Sale and Servicing
Agreement and the Purchase Agreement, as the case may be, to the extent and in the manner directed
by the Indenture Trustee, including the transmission of notices of default on the part of the
Seller, the Servicer or Santander Consumer thereunder and the institution of legal or
administrative actions or Proceedings to compel or secure performance by the Seller or the Servicer
of each of their obligations under the Sale and Servicing Agreement or by the Seller or Santander
Consumer, as applicable, of each of their obligations under or in connection with the Purchase
Agreement.



     (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at
the direction (which direction shall be in writing) of the Holders of a majority of the Note
Balance of the Controlling Class shall, exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and
Servicing Agreement, against the Seller or Santander Consumer under the Purchase Agreement,
including the right or power to take any action to compel or secure performance or observance by
the Seller, the Servicer or Santander Consumer of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval, extension or waiver under
the Sale and Servicing Agreement or the Purchase Agreement, as applicable, and any right of the
Issuer to take such action shall be suspended.



     SECTION 5.17 Sale of Collateral. If the Indenture Trustee acts to sell the Collateral or any
part thereof, pursuant to Section 5.4(a), the Indenture Trustee shall publish a notice in
an Authorized Newspaper stating that the Indenture Trustee intends to effect such a sale in a
commercially reasonable manner and on commercially reasonable terms, which shall include the
solicitation of competitive bids. Following such publication, the Indenture Trustee shall, unless
otherwise prohibited by applicable law from any such action, sell the Collateral or any part


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thereof, in such manner and on such terms as provided above to the highest bidder, provided,
however, that the Indenture Trustee may from time to time postpone any sale by public announcement
made at the time and place of such sale. The Indenture Trustee shall give notice to the Seller and
the Servicer of any proposed sale, and the Seller, the Servicer or any Affiliate thereof shall be
permitted to bid for the Collateral at any such sale. The Indenture Trustee may obtain a prior
determination from a conservator, receiver or trustee in bankruptcy of the Issuer that the terms
and manner of any proposed sale are commercially reasonable. The power to effect any sale of any
portion of the Collateral pursuant to Section 5.4 and this Section 5.17 shall not
be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but
shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable
on the Notes shall have been paid.




ARTICLE VI




THE INDENTURE TRUSTEE



     SECTION 6.1 Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is
continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and shall 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) Prior to the occurrence of an Event of Default:




     (i) the Indenture Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and the other Transaction Documents to which it
is a party and no implied covenants or obligations shall be read into this Indenture or the
other Transaction Documents against the Indenture Trustee; and




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



     (c) The Indenture Trustee shall not be relieved from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct, except that:




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




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




     (iii) the Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant to
Section 5.11.


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     (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is
subject to paragraphs (a), (b) and (c).



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



     (f) Money held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law or the terms of this Indenture or the Sale and Servicing
Agreement.



     (g) No provision of this Indenture or any other Transaction Document shall require the
Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or
powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not reasonably assured to it.



     (h) Every provision of this Indenture and each other Transaction Document relating to the
conduct or affecting the liability of or affording protection to the Indenture Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.



     (i) The Indenture Trustee shall take all actions required to be taken by the Indenture
Trustee under the Sale and Servicing Agreement.



     SECTION 6.2 Rights of the Indenture Trustee. (a) The Indenture Trustee may conclusively
rely on any document believed by it to be genuine and to have been signed or presented by the
proper person. The Indenture Trustee need not investigate any fact or matter stated in the
document.



     (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for
any action it takes, suffers or omits to take in good faith in reliance on such Officer’s
Certificate or Opinion of Counsel.



     (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian or nominee,
and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of,
or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in
accordance with the provisions of Section 6.10, or any other such agent, attorney,
custodian or nominee appointed with due care by it hereunder.



     (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in
good faith which it believes to be authorized or within its rights or powers; provided,
however, that the Indenture Trustee’s conduct does not constitute willful misconduct,
negligence or bad faith.



     (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect to any action taken, omitted or


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suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel.




     (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture or to institute, conduct or defend any litigation under this
Indenture or in relation to this Indenture or to honor the request or direction of any of the
Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture
Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against the
reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it,
its agents and its counsel in compliance with such request or direction.



     SECTION 6.3 Individual Rights of the Indenture Trustee. Subject to Section 310 of the TIA,
the Indenture Trustee in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Seller, the Owner Trustee, the Administrator and their
respective Affiliates with the same rights it would have if it were not the Indenture Trustee, and
the Seller, the Owner Trustee, the Administrator and their respective Affiliates may maintain
normal commercial banking and investment banking relationships with the Indenture Trustee and its
Affiliates. Any Paying Agent, Note Registrar, co-registrar, co-paying agent, co-trustee or
separate trustee may do the same with like rights. However, the Indenture Trustee must comply with
Section 6.11.



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



     SECTION 6.5 Notice of Defaults. If a Default or an Event of Default occurs and is continuing
and if it is either actually known or written notice of the existence thereof has been delivered to
a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder
and the Administrator notice of the Default or Event of Default within 90 days after such knowledge
or notice occurs. Except in the case of a Default or an Event of Default in payment of principal
of or interest on any Note (including payments pursuant to the mandatory redemption provisions of
such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of
Noteholders.



     SECTION 6.6 Reports by the Indenture Trustee to Noteholders. The Indenture Trustee, at the
expense of the Issuer, shall deliver to each Noteholder, not later than the latest date permitted
by law, such information as may be required by law to enable such Holder to prepare its federal and
state income tax returns.



     SECTION 6.7 Compensation and Indemnity. The Issuer shall cause the Servicer pursuant to the
Sale and Servicing Agreement to, (i) pay to the Indenture Trustee from time to time such
compensation as the Servicer and the Indenture Trustee shall from time to time agree in writing for
services rendered by the Indenture Trustee hereunder in accordance with a fee


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letter between the Servicer and the Indenture Trustee, (ii) reimburse the Indenture Trustee
for all reasonable expenses, advances and disbursements reasonably incurred by it in connection
with the performance of its duties as Indenture Trustee and (iii) indemnify the Indenture Trustee
for, and hold it harmless against, any and all loss, liability, expense, tax, penalty or claim
(including reasonable legal fees and expenses) incurred by it in connection with the administration
of the trust or trusts hereunder or the performance of its duties as Indenture Trustee. The
Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any
claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer
and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The
Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may
have separate counsel and the Issuer shall, or shall cause the Servicer to, pay the fees and
expenses of such counsel. None of the Administrator, the Issuer, the Seller, or the Servicer shall
be liable for or required to indemnify the Indenture Trustee from and against any of the foregoing
expenses or indemnities arising or resulting from (i) its own willful misconduct, bad faith or
gross negligence, (ii) the inaccuracy of any representation or warranty contained in Section
6.13 made by the Indenture Trustee or (iii) taxes, fees or other charges on, based on or
measured by, any fees, commissions or compensation received by the Indenture Trustee.




     The compensation and indemnity obligations to the Indenture Trustee pursuant to this Section
shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after
the occurrence of an Event of Default set forth in Section 5.1(e) with respect to the
Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy
Code or any other applicable federal or state bankruptcy, insolvency or similar law.



     Any amounts payable by the Issuer to the Indenture Trustee pursuant to this Section
6.7 shall be paid by the Issuer in accordance with Section 4.4 of the Sale and
Servicing Agreement or Section 5.4(b)of this Indenture, as applicable.



     SECTION 6.8 Removal, Resignation and Replacement of the Indenture Trustee. The Indenture
Trustee may resign at any time by so notifying the Issuer, the Administrator and the Servicer. The
Holders of a majority of the Note Balance of the Controlling Class may remove the Indenture Trustee
without cause by so notifying the Indenture Trustee and the Issuer, and following that removal may
appoint a successor to the Indenture Trustee. The Issuer shall remove the Indenture Trustee if:



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



     (b) a Bankruptcy Event occurs with respect to the Indenture Trustee;



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



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



     If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the
Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as
the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.


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     A successor Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee, without any further
act, deed or conveyance, shall have all the rights, powers and duties of the Indenture Trustee
under this Indenture subject to satisfaction of the Rating Agency Condition. The successor
Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture
Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor
Indenture Trustee.



     If a successor Indenture Trustee does not take office within 60 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders
of a majority of the Note Balance of the Controlling Class may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.



     If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.



     Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture
Trustee pursuant to any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8
and payment of all fees and expenses owed to the outgoing Indenture Trustee.



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



     The Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture
Trustee.



     SECTION 6.9 Successor Indenture Trustee by Merger. Subject to Section 6.11, if the
Indenture 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
Indenture Trustee, provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11. The Indenture Trustee shall provide the
Administrator prior written notice of any such transaction.



     In case at the time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated;
and in case at that time any of the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee.



     SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, after delivering written


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notice to the Administrator, 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 Indenture
Trustee and the Administrator acting jointly 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 Indenture Trustee and the Administrator may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders
of the appointment of any co-trustee or separate trustee shall be required under Section
6.8.




     (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:




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




     (ii) no separate trustee or co-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 Indenture Trustee and the Administrator may at any time accept the
resignation of or, acting jointly, remove any separate trustee or co-trustee.



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



     (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Indenture on its behalf and in its name. If any
separate


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trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture
Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee
or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this
Indenture.




     SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy
the requirements of TIA Section 310(a) and, in addition, shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report of condition and
shall have a long term debt rating of investment grade or better by each Rating Agency or shall
otherwise be acceptable to each Rating Agency. The Indenture Trustee shall also satisfy the
requirements of TIA Section 310(b). Neither the Issuer nor any Affiliate of the Issuer may serve
as Indenture Trustee.



     SECTION 6.12 Preferential Collection of Claims Against the Issuer. The Indenture Trustee
shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). Any Indenture Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated.



     SECTION 6.13 Representations and Warranties. The Indenture Trustee hereby makes the
following representations and warranties on which the Issuer and the Noteholders shall rely:




     (i) the Indenture Trustee is a national banking association duly organized, validly
existing and in good standing under the laws of the United States of America;




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




     (iii) this Indenture has been duly executed and delivered by the Indenture Trustee;
and




     (iv) this Indenture is a legal, valid and binding obligation of the Indenture Trustee
enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights
generally and to general principles of equity.



ARTICLE VII




NOTEHOLDERS’ LISTS AND REPORTS



     SECTION 7.1 The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders.
The Issuer shall furnish or cause to be furnished to the Indenture Trustee (a) not more than five
days after each Record Date, a list, in such form as the Indenture Trustee may reasonably require,
of the names and addresses of the Noteholders as of such Record Date, and (b) at such other times
as the Indenture 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


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than ten days prior to the time such list is furnished; provided, however,
that so long as (i) the Indenture Trustee is the Note Registrar, or (ii) the Notes are issued as
Book-Entry Notes, no such list shall be required to be furnished to the Indenture Trustee.




     SECTION 7.2 Preservation of Information; Communications to Noteholders. (a) The Indenture
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses
of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee
in its capacity as the Note Registrar. The Indenture Trustee may destroy any list furnished to it
as provided in such Section 7.1 upon receipt of a new list so furnished; provided,
however, that so long as the Indenture Trustee is the Note Registrar or the Notes are
issued as Notes, no such list shall be required to be preserved or maintained.



     (b) The Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders
with respect to their rights under this Indenture or under the Notes. Upon receipt by the
Indenture Trustee of any request by three or more Noteholders or by one or more Noteholders of
Notes evidencing not less than 25% of the Note Balance to receive a copy of the current list of
Noteholders (whether or not made pursuant to TIA Section 312(b)), the Indenture Trustee shall
promptly notify the Administrator thereof by providing to the Administrator a copy of such request
and a copy of the list of Noteholders produced in response thereto.



     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA
Section 312(c).



     SECTION 7.3 Reports by the Indenture Trustee. If required by TIA Section 313(a), within 60
days after each March 31, beginning with March 31, 2011, the Indenture Trustee shall mail to each
Noteholder as required by TIA Section 313(c), a brief report dated as of such date that complies
with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). A copy
of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee
with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer
shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.



ARTICLE VIII




ACCOUNTS, DISBURSEMENTS AND RELEASES



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


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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 Trust Accounts.



     (a) On or before each Payment Date, the Issuer shall cause the Servicer to deposit all
Collections with respect to the Collection Period preceding such Payment Date in the Collection
Account as provided in Sections 4.2 and 4.3 of the Sale and Servicing Agreement.
On or before each Payment Date, all amounts required to be withdrawn from the Reserve Account and
deposited in the Collection Account pursuant to Section 4.3 of the Sale and Servicing
Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the
Collection Account.



     (b) Prior to the acceleration of the maturity of the Notes pursuant to Section 5.2 of
this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shall
distribute the First Allocation of Principal, the Second Allocation of Principal, the Third
Allocation of Principal and the Regular Allocation of Principal:




     (i) first, sequentially to the Class A-1 Noteholders until the Class A-1 Notes are
paid in full, to the Class A-2 Noteholders until the Class A-2 Notes are paid in full and to
the Class A-3 Noteholders until the Class A-3 Notes are paid in full;




     (ii) second, to the Class B Noteholders until the Class B Notes are paid in full; and




     (iii) third, to the Class C Noteholders until the Class C Notes are paid in full.



     SECTION 8.3 General Provisions Regarding Accounts. (a) The funds in the Trust Accounts
shall be invested in Eligible Investments in accordance with and subject to Section 4.1(b)
of the Sale and Servicing Agreement. All interest and investment income (net of losses and
investment expenses) on funds on deposit (i) in the Collection Account shall be distributed to the
Servicer in accordance with the provisions of Section 3.7 of the Sale and Servicing
Agreement and (ii) in the Reserve Account shall be distributed in accordance with the provisions of
Section 4.3 of the Sale and Servicing Agreement. The Indenture Trustee shall not be
directed to make any investment of any funds or to sell any investment held in any of the Trust
Accounts unless the security interest Granted and perfected in such account will continue to be
perfected in such investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture Trustee to make any
such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the
Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.



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


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     (c) If (i) investment directions shall not have been given in writing by the Servicer in
accordance with Section 4.1(b) of the Sale and Servicing Agreement for any funds on deposit
in the Trust Accounts to the Indenture Trustee by 11:00 a.m., New York City time (or such other
time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day or (ii) a
Default or Event of Default shall have occurred and is continuing with respect to the Notes but the
Notes shall not have been declared due and payable pursuant to Section 5.2 or (iii) if the
Notes shall have been declared due and payable following an Event of Default and amounts collected
or received from the Trust Estate are being applied in accordance with Section 4.4 of the
Sale and Servicing Agreement as if there had not been such a declaration, then the Indenture
Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts
in one or more Eligible Investments in accordance with the standing instructions most recently
given by the Servicer.



     SECTION 8.4 Release of Collateral. (a) Subject to the payment of its fees and expenses
pursuant to Section 6.7, the Indenture Trustee may if permitted and in accordance with the
terms hereof, and when required by the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the
same, in a manner and under circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in
this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire
into the satisfaction of any conditions precedent or see to the application of any monies.



     (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums
due the Indenture Trustee pursuant to Section 6.7 have been paid, release any remaining
portion of the Collateral 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. Such
release shall include release of the lien of this Indenture and transfer of dominion and control
over the Trust Accounts to the Issuer or its designee. The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request
accompanied by an Officer’s Certificate and an Opinion of Counsel.



     Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, acknowledges that from time to time the Indenture Trustee shall
release the lien of this Indenture (or shall be deemed to automatically release the lien of this
Indenture without any further action) on any Receivable to be sold to (i) the Seller in accordance
with Section 2.3 of the Sale and Servicing Agreement, (ii) to the Servicer in accordance
with Section 3.6 of the Sale and Servicing Agreement and (iii) to Santander Consumer in
accordance with Section 3.3 of the Purchase Agreement.



     SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least seven days’
notice (or such lesser time as is acceptable to the Indenture Trustee) when requested by Issuer to
take any action pursuant to Section 8.4(a), accompanied by copies of any instruments
involved, and the Indenture Trustee may also require as a condition to such action, an Opinion of
Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of
any such action, outlining the steps required to complete the same, and concluding that all
conditions precedent to the taking of such action have been complied with and such action will not
materially and adversely impair the security for the Notes or the rights of the Noteholders in


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contravention of the provisions of this Indenture; provided that such Opinion of
Counsel shall not be required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.




ARTICLE IX




SUPPLEMENTAL INDENTURES



     SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. (a) Without the
consent of the Noteholders or any other Person, the Issuer and the Indenture Trustee (when so
directed by an Issuer Request) but with prior notice from the Issuer to each Rating Agency, at any
time and from time to time, may enter into one or more 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 for the purposes of modifying in any manner the rights of the Noteholders
under this Indenture subject to the satisfaction of the following conditions:




     (i) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect
that such supplement will not materially and adversely affect the interests of the
Noteholders; or




     (ii) the Issuer notifies the Indenture Trustee in writing that the Rating Agency
Condition is satisfied with respect to such amendment;




provided, that no supplement shall be effective which affects the rights,
protections or duties of the Indenture Trustee or the Owner Trustee without the prior
written consent of such Person (which consent shall not be unreasonably withheld or
delayed).



     (b) Prior to the execution of any such supplement, the Issuer shall provide written
notification of the substance of such supplement to each Rating Agency; and promptly after the
execution of any such supplement, the Issuer shall furnish a copy of such supplement to each Rating
Agency and the Indenture Trustee.



     (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section 9.1, the Indenture Trustee shall mail to the Noteholders
to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer
and at the Issuer’s expense) setting forth in general terms the substance of such supplemental
indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental indenture.



     SECTION 9.2 Supplemental Indentures with Consent of Noteholders.



     (a) With the consent of Noteholders holding not less than a majority of the Note Balance,
voting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture
Trustee, the Issuer and the Indenture Trustee (when so directed by an Issuer Request), may enter
into one or more indentures supplemental hereto for the purpose of adding any


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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 Noteholders under this Indenture;
provided that no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby and prior notice by the Issuer to the Rating Agencies:





     (i) change the coin or currency in which, any Note or the interest thereon is payable,
reduce the interest rate or principal amount of any Note, or delay the Final Scheduled
Payment Date or Redemption Price of any Note;




     (ii) reduce the percentage of the Note Balance, 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;




     (iii) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”;




     (iv) reduce the percentage of the Note Balance required to direct the Indenture
Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section
5.4 if the proceeds of such sale would be insufficient to pay the Note Balance plus
accrued but unpaid interest on the Notes;




     (v) modify any provision of this Section 9.2 in any respect materially adverse
to the interest of the Noteholders;




     (vi) 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 the Transaction Documents, terminate the lien of this
Indenture on any property at any time subject hereto or deprive any Noteholder of the
security provided by the lien of this Indenture; or




     (vii) impair the right to institute suit for the enforcement of payment as provided in
Section 5.7.



     (b) 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.



     (c) Prior to the execution of any such supplement, the Issuer shall provide written
notification of the substance of such supplement to each Rating Agency; and promptly after the
execution of any such supplement, the Issuer shall furnish a copy of such supplement to each Rating
Agency and the Indenture Trustee.



     (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which
such amendment or supplemental indenture relates a notice (to be provided by the Issuer and at the
Issuer’s expense) setting forth in general terms the substance of such supplemental indenture. Any
failure of the Indenture Trustee to mail such notice, or any defect


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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 Indenture Trustee shall be
entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights,
duties, liabilities or immunities under this Indenture or otherwise.



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



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



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



ARTICLE X




REDEMPTION OF NOTES



     SECTION 10.1 Redemption. (a) Each of the Notes is subject to redemption in whole, but not
in part, at the direction of the Seller pursuant to Section 8.1 of the Sale and Servicing
Agreement, on any Payment Date on which the Seller exercises its option to purchase the Trust
Estate (other than the Reserve Account) pursuant to said Section 8.1, for a purchase price
equal to the Optional Purchase Price, which amount shall be deposited by the Servicer into the
Collection Account on the Redemption Date.


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     (b) Each of the Notes is subject to redemption in whole, but not in part, on any Payment Date
on which the sum of the amount of cash or other immediately available funds in the Reserve Account
and the remaining Available Funds after the payments under clauses first through eighth of
Section 4.4(a) of the Sale and Servicing Agreement would be sufficient to pay in full the
aggregate unpaid Note Balance of all of the Outstanding Notes as determined by the Servicer. On
such Payment Date, the Outstanding Notes shall be redeemed in whole, but not in part.



     (c) If the Notes are to be redeemed pursuant to Sections 10.1(a) or 10.1(b),
the Administrator or the Issuer shall provide at least 20 days’ prior notice of the redemption of
the Notes to the Indenture Trustee and the Owner Trustee, and the Indenture Trustee shall provide
prompt (but not later than 10 days prior to the applicable Redemption Date) notice thereof to the
Noteholders.



     SECTION 10.2 Form of Redemption Notice. Notice of redemption under Section 10.1
shall be given by the Indenture 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);




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




     (v) the CUSIP numbers (if applicable) for such Notes.



     Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at
the expense of the Issuer. In addition, the Issuer shall notify each Rating Agency upon redemption
of the Notes. Failure to give notice of redemption, or any defect therein, to any Noteholder shall
not impair or affect the validity of the redemption of any Note.



     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 Indenture Trustee to take any action under any provision of this Indenture,
the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with that satisfies TIA Section 314(c)(1) or, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been complied with that
satisfies TIA Section 314(c)(2) and (iii) if required by the TIA in the case of condition precedent
compliance with which is subject to verification by accountants, a certificate or opinion of an
accountant that satisfies TIA Section 314(c)(3), 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 in accordance with TIA Section 314(e) 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) (i) Prior to the deposit of any Collateral or other property or securities with the
Indenture 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 Indenture Trustee an
Officer’s Certificate certifying or stating the opinion of each person signing such certificate as
to the fair value in accordance with TIA Section 314(d) (within 90 days 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 Indenture 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 Indenture Trustee an Independent Certificate
as to the same matters, if the fair value in accordance with TIA Section 314(d) to the Issuer of
the property or 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,


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as set forth in the certificates delivered pursuant to clause (i) and this clause
(ii), is 10% or more of the Note Balance, 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 one percent of the Note Balance.




     (iii) Other than as contemplated by Section 11.1(b)(v), whenever any property or
securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the
Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing
such certificate as to the fair value (within 90 days of such release) of the property or
securities proposed to be released and stating that in the opinion of such person the proposed
release will not impair the security under this Indenture in contravention of the provisions
hereof.



     (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the matters described in
clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent
Certificate as to the same matters if the fair value of the property or securities and of all other
property other than Purchased Receivables, or securities released from the lien of this Indenture
since the commencement of the then current calendar year, as set forth in the certificates required
by clause (iii) above and this clause (iv), equals 10% or more of the Note Balance,
but such certificate need not be furnished in the case of any release of property or securities if
the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or
less than one percent of the then Note Balance.



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



     SECTION 11.2 Form of Documents Delivered to the Indenture Trustee. 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.



     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, the Administrator or the
Issuer, stating that the information with respect to such factual matters is in the possession of
the Servicer, the Seller, the Administrator 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.


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     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.



     Whenever in this Indenture, in connection with any application or certificate or report to the
Indenture 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 Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article VI.



     SECTION 11.3 Acts of 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 Indenture 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 Indenture 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 manner that the Indenture Trustee deems sufficient.



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



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



     SECTION 11.4 Notices. All demands, notices and communications hereunder shall be in writing
and shall be delivered or mailed by registered or certified first-class United States mail, postage
prepaid, hand delivery, prepaid courier service, or by facsimile, and addressed in each case as
specified on Schedule II to the Sale and Servicing Agreement or at such other address as
shall be designated by any of the specified addresses in a written notice to the other parties
hereto. Delivery shall occur only upon receipt or reported tender of such communication by an
officer of the recipient entitled to receive such notices located at the address of such recipient
for notices hereunder.


2010-3 Indenture

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     SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid or via electronic
transmission 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.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.



     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 Indenture Trustee shall be deemed to
be a sufficient giving of such notice.



     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 an 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
Noteholder providing for a method of payment, or notice by the Indenture Trustee or any Paying
Agent to such Noteholder, 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
Indenture Trustee (which consent shall not be unreasonably withheld). The Issuer will furnish to
the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments
to be made and notices to be given in accordance with such agreements.



     SECTION 11.7 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with another provision hereof that is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall control.



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


2010-3 Indenture

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     SECTION 11.8 Information Requests. The parties hereto shall provide any information
reasonably requested by the Servicer, the Issuer, the Seller or any of their Affiliates, in order
to comply with or obtain more favorable treatment under any current or future law, rule,
regulation, accounting rule or principle.



     SECTION 11.9 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 11.10 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 Indenture Trustee in this Indenture shall bind its successors.



     SECTION 11.11 Separability. 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 11.12 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or
implied, shall give to any Person, other than the parties hereto and their successors hereunder,
the Noteholders, and 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 11.13 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 11.14 GOVERNING LAW; Submission to Jurisdiction; Waiver of Jury Trial.



     (a) THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     (b) Each of the parties hereto hereby irrevocably and unconditionally:




     (i) submits for itself and its property in any legal action or proceeding relating to
this Indenture or any documents executed and delivered in connection herewith, or for
recognition and enforcement of any judgment in respect thereof, to the nonexclusive general
jurisdiction of the courts of the State of New York, the courts of the United States of
America for the Southern District of New York and appellate courts from any thereof;




     (ii) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of such action or


2010-3 Indenture

48









 







proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




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




     (iv) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction;
and




     (v) to the extent permitted by applicable law, each party hereto irrevocably waives
all right of trial by jury in any action, proceeding or counterclaim based on, or arising
out of, under or in connection with this Indenture, any other Transaction Document, or any
matter arising hereunder or thereunder.



     SECTION 11.15 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 11.16 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 Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.



     SECTION 11.17 Trust Obligation. Each Noteholder or Note Owner, by acceptance of a Note, or,
in the case of a Note Owner of a beneficial interest in a Note, by accepting the benefits of this
Indenture, covenants and agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
this Indenture or any certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in their respective individual capacities,
(ii) any Residual Interestholder or any other owner of a beneficial interest in the Issuer, (iii)
the Servicer, the Administrator or the Seller or (iv) any partner, owner, beneficiary, agent,
officer, director, employee, successor or assign of any Person described in clauses (i),
(ii) and (iii) above, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary shall be fully liable,
to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.



     SECTION 11.18 No Petition. The Indenture Trustee, by entering into this Indenture, and each
Noteholder and Note Owner, by accepting a Note or, in the case of a Note Owner, a beneficial
interest in a Note, hereby covenants and agrees that prior to the date which is one year


2010-3 Indenture

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and one day after payment in full of all obligations of each Bankruptcy Remote Party in
respect of all securities issued by the Bankruptcy Remote Parties, (i) such party shall not
authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or
other proceeding seeking liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee,
receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote
Party or any substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of,
its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party,
and (ii) such party shall not commence, join with any other Person in commencing or institute with
any other Person, any proceeding against such Bankruptcy Remote Party under any bankruptcy,
reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in
any jurisdiction.




     SECTION 11.19 Intent.



     (a) It is the intent of the Issuer that the Notes constitute indebtedness for all financial
accounting purposes and the Issuer agrees and each purchaser of a Note (by virtue of the
acquisition of such Note or an interest therein) shall be deemed to have agreed, to treat the Notes
as indebtedness for all financial accounting purposes.



     (b) It is the intent of the Issuer that the Notes constitute indebtedness of the Issuer for
all tax purposes and the Issuer agrees and each purchaser of a Note (by virtue of the acquisition
of such Note or an interest therein) shall be deemed to have agreed to treat the Notes as
indebtedness for all federal, state and local income, franchise and value added tax purposes.



     SECTION 11.20 Subordination of Claims. The Issuer’s obligations under this Indenture are
obligations solely of the Issuer and will not constitute a claim against the Seller to the extent
that the Issuer does not have funds sufficient to make payment of such obligations. In furtherance
of and not in derogation of the foregoing, each of the Owner Trustee (in its individual capacity
and as the Owner Trustee), by accepting the benefits of this agreement, a Residual Interestholder,
by accepting the Residual Interest, and Indenture Trustee (in its individual capacity and as
Indenture Trustee), by entering into this Indenture, and each Noteholder and each Note Owner, by
accepting the benefits of this Indenture, hereby acknowledges and agrees that such Person has no
right, title or interest in or to the Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding sentence, each of the
Owner Trustee, the Indenture Trustee, each Noteholder or Note Owner and any Certificateholder
either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to
have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law,
legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by
virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect
under the Bankruptcy Code), then such Person further acknowledges and agrees that any such
interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents relating to the
securitization or conveyance of such Other Assets, are entitled


2010-3 Indenture

50









 




to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets
(whether or not any such entitlement or security interest is legally perfected or otherwise
entitled to a priority of distributions or application under applicable law, including insolvency
laws, and whether or not asserted against the Seller), including the payment of post-petition
interest on such other obligations and liabilities. This subordination agreement will be deemed a
subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each of the
Indenture Trustee (in its individual capacity and as the Indenture Trustee), by entering into or
accepting this agreement, a Certificateholder, by accepting a Certificate, and the Owner Trustee
and each Noteholder or Note Owner, by accepting the benefits of this Indenture, hereby further
acknowledges and agrees that no adequate remedy at law exists for a breach of this Section and the
terms of this Section may be enforced by an action for specific performance. The provisions of
this Section will be for the third party benefit of those entitled to rely thereon and will survive
the termination of this Indenture.




     SECTION 11.21 Limitation of Liability of Owner Trustee. It is expressly understood and
agreed by and between the parties hereto that (i) this Indenture is executed and delivered by
Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee
under the Trust Agreement in the exercise of the power and authority conferred and vested in it as
such Owner Trustee, (ii) each of the representations, undertakings and agreements made herein by
the Issuer are not personal representations, undertakings and agreements of Deutsche Bank Trust
Company Delaware, but are binding only on the trust estate created pursuant to the Trust Agreement,
(iii) nothing contained herein shall be construed as creating any liability on Deutsche Bank Trust
Company Delaware, individually or personally, to perform any covenant of the Issuer 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 any such party, and (iv) under no
circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of
any indebtedness or expense 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.



[Remainder of Page Intentionally Left Blank]







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51









 








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



	 	 	 	 	 
	 	SANTANDER DRIVE AUTO RECEIVABLES TRUST 2010-3

 	 
	 	By:  	Deutsche Bank Trust Company Delaware, not in
 	 
	 	 	its individual capacity but solely as Owner Trustee 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely
as the Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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S-1











 





SCHEDULE I




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS




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



General



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



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



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



4. Each Trust Account constitutes either a “deposit account” or a “securities account” within the
meaning of the UCC.




Creation



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




Perfection



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



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




2010-3 Indenture




I-1









 








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




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



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


8. With respect to the Trust Accounts that constitute deposit accounts, either:




(i) the Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to
which the bank maintaining the deposit accounts has agreed to comply with all instructions
originated by the Indenture Trustee directing disposition of the funds in such Trust
Accounts without further consent by the Issuer; or



(ii) the Issuer has taken all steps necessary to cause the Indenture Trustee to become the
account holder of such Trust Accounts.




9. With respect to the Trust Accounts that constitute securities accounts or securities
entitlements, either:




(i) the Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to
which the securities intermediary has agreed to comply with all instructions originated by
the Indenture Trustee relating to such Trust Accounts without further consent by the Issuer;
or



(ii) the Issuer has taken all steps necessary to cause the securities intermediary to
identify in its records the Indenture Trustee as the person having a security entitlement
against the securities intermediary in each of such Trust Accounts.



Priority



10. The Issuer has not authorized the filing of, or is aware of any financing statements against
the Issuer that include a description of collateral covering the Receivables other than any
financing statement (i) relating to the conveyance of the Receivables by Santander Consumer to the
Seller under the Purchase Agreement, (ii) relating to the conveyance of the Receivables by the
Seller to the Issuer under the Sale and Servicing Agreement, (iii) relating to the security
interest granted to the Indenture Trustee hereunder or (iv) that has been terminated.



11. The Issuer is not aware of any material judgment, ERISA or tax lien filings against the Issuer.



12. Neither the Issuer nor a custodian holding any Receivable that is electronic chattel paper has
communicated an “authoritative copy” (as such term is used in Section 9-105 of the UCC) of




2010-3 Indenture








I-2









 







any loan agreement that constitutes or evidences such Receivable to any Person other than the
Servicer.



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



14. No Trust Account that constitutes a securities account or securities entitlement is in the name
of any person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the
securities intermediary of any such Trust Account to comply with entitlement orders of any person
other than the Indenture Trustee.



15. No Trust Account that constitutes a deposit account is in the name of any person other than the
Issuer or the Secured Party. The Issuer has not consented to the bank maintaining such Trust
Account to comply with instructions of any person other than the Indenture Trustee.




Survival of Perfection Representations



16. Notwithstanding any other provision of this Indenture or any other Transaction Document, the
perfection representations, warranties and covenants contained in this Schedule I shall be
continuing, and remain in full force and effect until such time as all obligations under this
Indenture have been finally and fully paid and performed.




No Waiver



17. The Issuer shall provide the Rating Agencies with prompt written notice of any material breach
of the perfection representations, warranties and covenants contained in this Schedule I,
and shall not, without satisfying the Rating Agency Condition, waive a breach of any of such
perfection representations, warranties or covenants.




Issuer to Maintain Perfection and Priority



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




2010-3 Indenture




I-3









 





Exhibit A




FORM OF CLASS [A-1] [A-2] [A-3] [B] [C] NOTES




	 	 	 

	REGISTERED

	 	$___________________1
	No. R-________

	 	CUSIP NO. ______________
	 

	 	ISIN. ______________






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



     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.



     BY ACQUIRING THIS NOTE, EACH PURCHASER OR TRANSFEREE WILL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (A) IT IS NOT ACQUIRING THE NOTE (OR ANY INTEREST THEREIN) WITH ANY ASSETS OF (I) AN
“EMPLOYEE BENEFIT PLAN” AS DEFINED BY SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”) WHICH IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DESCRIBED BY
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) WHICH IS SUBJECT
TO SECTION 4975 OF THE CODE, (III) AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE
FOREGOING, OR (IV) ANY GOVERNMENT PLAN, NON-U.S. PLAN OR CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT
PLAN OR RETIREMENT ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B)(I) THE NOTE IS RATED AT
LEAST “BBB-” OR ITS EQUIVALENT BY A RATING AGENCY AT THE TIME OF PURCHASE OR TRANSFER, AND (II) THE
ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A
NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A
NONEXEMPT VIOLATION OF ANY SIMILAR LAW.





 




			
	1	 	Denominations of $[1,000] and integral multiples
of $1,000 in excess thereof.





2010-3 Indenture






A-1









 








SANTANDER
DRIVE AUTO RECEIVABLES TRUST 2010-3

[CLASS A-1 0.35665%] [CLASS A-2 0.93%] [CLASS A-3 1.20%]

[CLASS B 2.05%] [CLASS C 3.06%]




AUTO LOAN ASSET BACKED NOTES




     Santander Drive Auto Receivables Trust 2010-3, a statutory trust organized and existing under
the laws of the State of Delaware (including any successor, the “Issuer”), for value received,
hereby promises to pay to [______], or registered assigns, the principal sum of [___] DOLLARS
($[___]), in monthly installments on the 15th of each month, or if such day is not a Business Day,
on the immediately succeeding Business Day, commencing on [December] 15, 2010 (each, a “Payment
Date”) until the principal of this Note is paid or made available for payment, and to pay
interest on each Payment Date on the Class [A-1] [A-2] [A-3] [B] [C] Note Balance as of the
preceding Payment Date (after giving effect to all payments of principal made on the preceding
Payment Date), or as of the Closing Date in the case of the first Payment Date, at the rate per
annum shown above (the “Interest Rate”), in each case as and to the extent set forth in
Sections 2.7, 3.1, 5.4(b) and 8.2 of the Indenture and Section
4.4 of the Sale and Servicing Agreement; provided, however, that the entire unpaid Class [A-1]
[A-2] [A-3] [B] [C] Note Balance shall be due and payable on the earliest of (i) [___] (the
“Final Scheduled Payment Date”), (ii) the Redemption Date, if any, pursuant to Section
10.1 of the Indenture and (iii) the date the Notes are accelerated after an Event of Default
pursuant to Section 5.2 of the Indenture. Interest on this Note will accrue for each
Payment Date from and including [the preceding Payment Date (or, in the case of the initial Payment
Date, from and including the Closing Date) to but excluding such Payment Date] 2 [the
15th day of the prior calendar month (or, in the case of the initial Payment Date from
and including the Closing Date) to but excluding the 15th day of the calendar month in
which such Payment Date occurs]3. Interest will be computed on the basis of [Class A-1:
actual days elapsed and a 360-day year][Class A-2, A-3, B, C: a 360-day year of twelve 30-day
months]. Such principal of and interest on this Note shall be paid in the manner specified on the
reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



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





 




			
	2	 	The Class A-1 Notes.
	 
	3	 	The Class A-2, A-3, B and C Notes.





2010-3 Indenture








A-2









 








     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually, by its
Authorized Officer.


Dated: [        ]




	 	 	 	 	 
	 	SANTANDER DRIVE AUTO RECEIVABLES

TRUST 2010-3

 	 
	 	By: 	Deutsche Bank Trust Company
Delaware, not in its individual capacity but solely as Owner Trustee 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:

	 
	 	 	Title:

	 
	 



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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION





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


Dated: [        ]




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

a national banking association, not in its

individual capacity but solely as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 



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[REVERSE OF NOTE]





     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [Class
A-1 0.35665%] [Class A-2 0.93%] [Class A-3 1.20%] [Class B 2.05%] [Class C 3.06%] Auto Loan
Asset-Backed Notes (herein called the “Class [A-1] [A-2] [A-3] [B] [C] Notes” or the “Notes”), all
issued under an Indenture dated as of November [__], 2010 (such Indenture, as supplemented or
amended, is herein called the “Indenture”), between the Issuer and U.S. Bank National Association,
a national banking association, not in its individual capacity but solely as trustee (the
“Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture, to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture and the Sale and Servicing
Agreement. All terms used in this Note that are not otherwise defined herein and that are defined
in the Indenture or the Sale and Servicing Agreement shall have the meanings assigned to them in or
pursuant to the Indenture or in Appendix A of the Sale and Servicing Agreement.



     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes and the Class
C Notes are and will be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture. All covenants and agreements made by the Issuer in the Indenture are
for the benefit of the Holders of the Notes.



     Principal payable on the Notes will be paid on each Payment Date in the amount specified in
the Indenture and in the Sale and Servicing Agreement. As described above, the entire Class [A-1]
[A-2] [A-3] [B] [C] Note Balance shall be due and payable on the earliest of (i) [___] (the “Final
Scheduled Payment Date”), (ii) the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture and (iii) the date the Notes are accelerated after an Event of Default pursuant to
Section 5.2 of the Indenture. All principal payments on the Class [A-1] [A-2] [A-3] [B]
[C] Notes shall be made pro rata to the Class [A-1] [A-2] [A-3] [B] [C] Noteholders entitled
thereto.



     Payments of principal of and interest on this Note made on each Payment Date, Redemption Date
or upon acceleration shall be made by check mailed first-class, postage prepaid, to the Person
whose name appears as the registered Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the related Record Date, except that with respect to
Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available
funds to the account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note Register as of the
applicable Record Date without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by
any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided
in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a
Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the registered



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Holder hereof as of the close of business on the Record Date preceding such Payment Date or
Redemption Date by notice mailed prior to such Payment Date or Redemption Date which shall specify
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Corporate Trust Office of the Indenture Trustee or at the place specified by the Indenture
Trustee in such notice.




     The Issuer shall pay interest on overdue installments of interest at the Class [A-1],
[A-2], [A-3], [B], [C] Interest Rate to the extent lawful.



     Each Noteholder or Note Owner, by acceptance of this Note, or, in the case of a Note Owner of
a beneficial interest in this Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in their
respective individual capacities, (ii) any Residual Interestholder or any other owner of a
beneficial interest in the Issuer, (iii) the Servicer, the Administrator or the Seller or (iv) any
partner, owner, beneficiary, agent, officer, director, employee, successor or assign of any Person
described in clauses (i), (ii) and (iii) above, except as any such Person
may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity.



     It is the intent of the Issuer, the Noteholders and the Note Owners that, for purposes of
federal, state and local income, franchise and value added tax the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes, the Class B Notes and the Class C Notes will qualify as indebtedness of
the Issuer. The Noteholders, by acceptance of this Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer.



     Each Noteholder and Note Owner, by accepting this Note or, in the case of a Note Owner, a
beneficial interest in this Note, hereby covenants and agrees that prior to the date which is one
year and one day after payment in full of all obligations of each Bankruptcy Remote Party in
respect of all securities issued by the Bankruptcy Remote Parties, (i) such party shall not
authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or
other proceeding seeking liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee,
receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote
Party or any substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of,
its creditors generally, any party to the Indenture or any other creditor of such Bankruptcy Remote
Party, and (ii) such party shall not commence, join with any other Person in commencing or
institute, with any other Person, any proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter
in effect in any jurisdiction.



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     THIS NOTE AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



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ASSIGNMENT



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











FOR VALUE RECEIVED, the undersigned hereby sells,




assigns
and transfers unto







	 	    (name and address of assignee)




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



Dated: _____________       
     ________________________________________ */




	 	 	 

	 

	 	Signature Guaranteed:
	 
	 

	 	_______________________________________
	 

	 	Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note
Registrar, which requirements include membership or
participation in 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 Securities Exchange Act of
1934, as amended.








 




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





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