Form of AFLT 20 -SN Indenture



 EXHIBIT 4.3 
  

 
  

ALLY FINANCIAL LEASE TRUST 

SECURED NOTES 
 AFLT
20    -SN   INDENTURE 
 DATED AS OF
            , 20     
 ALLY FINANCIAL LEASE TRUST

 AND 

[                    ], 

AS AFLT INDENTURE TRUSTEE 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
		
	 ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION
	  	 	3	  
			
	 SECTION 1.1
	  	 Definitions; Rules of Construction
	  	 	3	  
			
	 SECTION 1.2
	  	 Incorporation by Reference of Trust Indenture Act
	  	 	4	  
		
	 ARTICLE II THE SECURED NOTES
	  	 	4	  
			
	 SECTION 2.1
	  	 Form
	  	 	4	  
			
	 SECTION 2.2
	  	 Execution, Authentication and Delivery
	  	 	5	  
			
	 SECTION 2.3
	  	 Registration; Registration of Transfer and Exchange of Secured Notes
	  	 	5	  
			
	 SECTION 2.4
	  	 Mutilated, Destroyed, Lost or Stolen Secured Notes
	  	 	7	  
			
	 SECTION 2.5
	  	 Payment of Principal and Interest
	  	 	8	  
			
	 SECTION 2.6
	  	 Persons Deemed Secured Noteholders
	  	 	9	  
			
	 SECTION 2.7
	  	 Cancellation of Secured Notes
	  	 	9	  
			
	 SECTION 2.8
	  	 Release of AFL Trust Estate
	  	 	10	  
			
	 SECTION 2.9
	  	 Seller, CARI, the Issuing Entity and the CARAT Indenture Trustee as Secured Noteholders
	  	 	10	  
			
	 SECTION 2.10
	  	 Tax Treatment
	  	 	10	  
			
	 SECTION 2.11
	  	 Private Placement of Secured Notes
	  	 	10	  
		
	 ARTICLE III COVENANTS
	  	 	11	  
			
	 SECTION 3.1
	  	 Payment of Principal and Interest and Other Amounts
	  	 	11	  
			
	 SECTION 3.2
	  	 Maintenance of Agency Office
	  	 	11	  
			
	 SECTION 3.3
	  	 Money for Payments to Be Held in Trust
	  	 	12	  
			
	 SECTION 3.4
	  	 Existence
	  	 	13	  
			
	 SECTION 3.5
	  	 Protection of AFL Trust Estate; Acknowledgment of Pledge
	  	 	13	  
			
	 SECTION 3.6
	  	 Opinions as to AFLT Collateral
	  	 	14	  
			
	 SECTION 3.7
	  	 Performance of Obligations; Servicing of Lease Assets
	  	 	15	  
			
	 SECTION 3.8
	  	 Negative Covenants
	  	 	16	  
			
	 SECTION 3.9
	  	 Annual Statement as to Compliance
	  	 	16	  
			
	 SECTION 3.10
	  	 Consolidation, Merger, Etc., of Trust; Disposition of Lease Assets
	  	 	17	  
			
	 SECTION 3.11
	  	 Successor or Transferee
	  	 	19	  
			
	 SECTION 3.12
	  	 No Other Business
	  	 	19	  
			
	 SECTION 3.13
	  	 No Borrowing
	  	 	19	  
			
	 SECTION 3.14
	  	 Guarantees, Loans, Advances and Other Liabilities
	  	 	19	  


  
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 TABLE OF CONTENTS 

 (continued) 
  

							
	 	  	Page	 
			
	 SECTION 3.15
	  	 Servicer’s Obligations
	  	 	19	  
			
	 SECTION 3.16
	  	 Capital Expenditures
	  	 	19	  
			
	 SECTION 3.17
	  	 Restricted Payments
	  	 	20	  
			
	 SECTION 3.18
	  	 Notice of Events of Default
	  	 	20	  
			
	 SECTION 3.19
	  	 Further Instruments and Acts
	  	 	20	  
			
	 SECTION 3.20
	  	 AFLT Indenture Trustee’s Release of Lien on Administrative Lease Assets and Warranty Lease Assets and Sale or Other
Distribution of the Related Leased Vehicles
	  	 	20	  
			
	 SECTION 3.21
	  	 Representations and Warranties by AFLT to the AFLT Indenture Trustee
	  	 	21	  
			
	 SECTION 3.22
	  	 Maintenance of Separate Records for Each Series
	  	 	21	  
		
	 ARTICLE IV SATISFACTION AND DISCHARGE
	  	 	22	  
			
	 SECTION 4.1
	  	 Satisfaction and Discharge of AFLT Indenture
	  	 	22	  
			
	 SECTION 4.2
	  	 Application of Trust Money
	  	 	23	  
			
	 SECTION 4.3
	  	 Repayment of Monies Held by Paying Agent
	  	 	23	  
			
	 SECTION 4.4
	  	 Duration of Position of AFLT Indenture Trustee
	  	 	23	  
		
	 ARTICLE V DEFAULT AND REMEDIES
	  	 	24	  
			
	 SECTION 5.1
	  	 Events of Default
	  	 	24	  
			
	 SECTION 5.2
	  	 Acceleration of Maturity; Rescission and Annulment
	  	 	25	  
			
	 SECTION 5.3
	  	 Collection of Indebtedness and Suits for Enforcement by AFLT Indenture Trustee
	  	 	25	  
			
	 SECTION 5.4
	  	 Remedies; Priorities
	  	 	28	  
			
	 SECTION 5.5
	  	 Optional Preservation of the Lease Assets
	  	 	29	  
			
	 SECTION 5.6
	  	 Limitation of Suits
	  	 	30	  
			
	 SECTION 5.7
	  	 Unconditional Rights of the Secured Noteholders to Receive Principal and Interest
	  	 	30	  
			
	 SECTION 5.8
	  	 Restoration of Rights and Remedies
	  	 	31	  
			
	 SECTION 5.9
	  	 Rights and Remedies Cumulative
	  	 	31	  
			
	 SECTION 5.10
	  	 Delay or Omission, Not a Waiver
	  	 	31	  
			
	 SECTION 5.11
	  	 Control by the Secured Noteholders
	  	 	31	  
			
	 SECTION 5.12
	  	 Waiver of Past Defaults
	  	 	32	  
			
	 SECTION 5.13
	  	 Undertaking for Costs
	  	 	32	  


  
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 TABLE OF CONTENTS 

(continued) 


							
	 	  	Page	 
			
	 SECTION 5.14
	  	 Waiver of Stay or Extension Laws
	  	 	33	  
			
	 SECTION 5.15
	  	 Action on Secured Notes
	  	 	33	  
			
	 SECTION 5.16
	  	 Performance and Enforcement of Certain Obligations
	  	 	33	  
		
	 ARTICLE VI THE AFLT INDENTURE TRUSTEE
	  	 	34	  
			
	 SECTION 6.1
	  	 Duties of AFLT Indenture Trustee
	  	 	34	  
			
	 SECTION 6.2
	  	 Rights of AFLT Indenture Trustee
	  	 	35	  
			
	 SECTION 6.3
	  	 AFLT Indenture Trustee May Own Secured Notes
	  	 	36	  
			
	 SECTION 6.4
	  	 AFLT Indenture Trustee’s Disclaimer
	  	 	36	  
			
	 SECTION 6.5
	  	 Notice of Default
	  	 	36	  
			
	 SECTION 6.6
	  	 Reports by AFLT Indenture Trustee
	  	 	37	  
			
	 SECTION 6.7
	  	 Compensation; Indemnity
	  	 	37	  
			
	 SECTION 6.8
	  	 Replacement of AFLT Indenture Trustee
	  	 	38	  
			
	 SECTION 6.9
	  	 Merger or Consolidation of AFLT Indenture Trustee
	  	 	39	  
			
	 SECTION 6.10
	  	 Appointment of Co-AFLT Indenture Trustee or Separate AFLT Indenture Trustee
	  	 	39	  
			
	 SECTION 6.11
	  	 Eligibility; Disqualification
	  	 	41	  
			
	 SECTION 6.12
	  	 Preferential Collection of Claims Against AFLT
	  	 	41	  
			
	 SECTION 6.13
	  	 Representations and Warranties of AFLT Indenture Trustee
	  	 	41	  
			
	 SECTION 6.14
	  	 AFLT Indenture Trustee May Enforce Claims Without Possession of Secured Notes
	  	 	42	  
			
	 SECTION 6.15
	  	 Suit for Enforcement
	  	 	42	  
			
	 SECTION 6.16
	  	 Rights of Secured Noteholders to Direct AFLT Indenture Trustee
	  	 	42	  
		
	 ARTICLE VII SECURED NOTEHOLDERS’ LISTS AND REPORTS
	  	 	42	  
			
	 SECTION 7.1
	  	 AFLT to Furnish AFLT Indenture Trustee Names and Addresses of Secured Noteholders
	  	 	42	  
			
	 SECTION 7.2
	  	 Preservation of Information, Communications to Secured Noteholders
	  	 	43	  
			
	 SECTION 7.3
	  	 Reports by AFLT
	  	 	43	  
			
	 SECTION 7.4
	  	 Reports by AFLT Indenture Trustee
	  	 	44	  
		
	 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
	  	 	44	  
			
	 SECTION 8.1
	  	 Collection of Money
	  	 	44	  


  
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 TABLE OF CONTENTS 

(continued) 


							
	 	  	Page	 
			
	 SECTION 8.2
	  	 AFLT Designated Accounts; Allocations; Payments
	  	 	44	  
			
	 SECTION 8.3
	  	 General Provisions Regarding AFLT Designated Accounts
	  	 	45	  
			
	 SECTION 8.4
	  	 Release of the AFL Trust Estate
	  	 	45	  
			
	 SECTION 8.5
	  	 Opinion of Counsel
	  	 	46	  
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	 	46	  
			
	 SECTION 9.1
	  	 Supplemental Indentures Without Consent of Secured Noteholders
	  	 	46	  
			
	 SECTION 9.2
	  	 Supplemental Indentures with Consent of Secured Noteholders
	  	 	47	  
			
	 SECTION 9.3
	  	 Execution of Supplemental Indentures
	  	 	49	  
			
	 SECTION 9.4
	  	 Effect of Supplemental Indenture
	  	 	49	  
			
	 SECTION 9.5
	  	 Conformity with Trust Indenture Act
	  	 	49	  
			
	 SECTION 9.6
	  	 Reference in Secured Notes to Supplemental Indentures
	  	 	49	  
		
	 ARTICLE X REDEMPTION OF SECURED NOTES
	  	 	49	  
			
	 SECTION 10.1
	  	 Redemption
	  	 	49	  
			
	 SECTION 10.2
	  	 Secured Notes Payable on Redemption Date
	  	 	50	  
		
	 ARTICLE XI MISCELLANEOUS
	  	 	50	  
			
	 SECTION 11.1
	  	 Compliance Certificates and Opinions, Etc.
	  	 	50	  
			
	 SECTION 11.2
	  	 Form of Documents Delivered to AFLT Indenture Trustee
	  	 	52	  
			
	 SECTION 11.3
	  	 Acts of Secured Noteholders
	  	 	52	  
			
	 SECTION 11.4
	  	 Notices, Etc., to AFLT Indenture Trustee and AFLT Rating Agencies
	  	 	53	  
			
	 SECTION 11.5
	  	 Notices to Secured Noteholders; Waiver
	  	 	53	  
			
	 SECTION 11.6
	  	 Conflict with Trust Indenture Act
	  	 	54	  
			
	 SECTION 11.7
	  	 Alternate Payment and Notice Provisions
	  	 	54	  
			
	 SECTION 11.8
	  	 Effect of Headings and Table of Contents
	  	 	54	  
			
	 SECTION 11.9
	  	 Successors and Assigns
	  	 	54	  
			
	 SECTION 11.10
	  	 Severability
	  	 	55	  
			
	 SECTION 11.11
	  	 Benefits of AFLT Indenture
	  	 	55	  
			
	 SECTION 11.12
	  	 Legal Holidays
	  	 	55	  
			
	 SECTION 11.13
	  	 GOVERNING LAW
	  	 	55	  
			
	 SECTION 11.14
	  	 Counterparts
	  	 	55	  
			
	 SECTION 11.15
	  	 Recording of AFLT Indenture
	  	 	55	  


  
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 TABLE OF CONTENTS 

(continued) 


							
	 	  	Page	 
			
	 SECTION 11.16
	  	 No Recourse
	  	 	55	  
			
	 SECTION 11.17
	  	 No Petition
	  	 	56	  
			
	 SECTION 11.18
	  	 Inspection
	  	 	56	  
			
	 SECTION 11.19
	  	 Indemnification by and Reimbursement of the Servicer
	  	 	57	  
			
	 SECTION 11.20
	  	 Series Liabilities
	  	 	57	  
			
	 SECTION 11.21
	  	 Subordination
	  	 	57	  
			
	 SECTION 11.22
	  	 [Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations
	  	 	58	  


					
			
	 EXHIBIT A
	  	 FORM OF SECURED NOTE
	  	
	 EXHIBIT B
	  	 FORM OF TRANSFER CERTIFICATE
	  	
	 EXHIBIT C
	  	 FORM OF CERTIFICATION
	  	
	 EXHIBIT D
	  	 SECURED NOTE REGISTER FOR SECURED NOTES
	  	
	 EXHIBIT E
	  	 SERVICING CRITERIA TO BE ADDRESSED IN AFLT INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE
	  	


  
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 THIS AFLT 20  -SN   INDENTURE, dated as of
            , 20     (this “AFLT Indenture”), is between ALLY FINANCIAL LEASE TRUST, a Delaware statutory trust, formerly known as Central Originating
Lease Trust II (“AFLT”), and [                    ], a national banking association, as indenture trustee (as AFLT Indenture Trustee
and not in its individual capacity, the “AFLT Indenture Trustee”). 
 Each party agrees as follows for the benefit of the
other parties and for the equal and ratable benefit of the Holders of the Secured Notes: 
 GRANTING CLAUSE 

AFLT hereby Grants to the AFLT Indenture Trustee, for the equal and ratable benefit of each Holder of a Secured Note, a security interest in,
and its transfer, assignment and conveyance of, without recourse, the following: 
 (a) all right, title and interest of AFLT in, to and
under the Lease Assets listed on the Lease Assets Schedule attached as Schedule A to the Sale and Contribution Agreement, all beneficial interest in the Leased Vehicles related to the Lease Assets under the VAULT Trust Agreement, and all monies due
thereunder on and after the Cutoff Date and with respect to the related Leased Vehicles, to the extent permitted by law, all accessions thereto; 

(b) the interest of AFLT in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies
covering the Leased Vehicles or Lessees related to the Lease Assets; 
 (c) the interest of AFLT in any proceeds from recourse against
Dealers on the Lease Assets; 
 (d) all right, title and interest of AFLT in, to and under the Lease Assets Assignment; 

(e) all right, title and interest of AFLT in, to and under the VAULT Trust Agreement (solely with respect to the Leased Vehicles related to
Lease Assets); 
 (f) all right, title and interest of AFLT in, to and under any AFLT Transaction Document; 

(g) all right, title and interest of AFLT in, to and under the funds on deposit from time to time in the AFLT Designated Accounts, including
all AFLT Designated Account Property; and 
 (h) the present and future claims, demands, causes and choses in action in respect of any or
all the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards,
rights to payment of any and every kind and other 







 
forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, and
together with the Direct AFLT Pledge, the “AFLT Collateral”). 
 In addition, to the extent that, notwithstanding the terms
of the VAULT Trust Agreement and the Statutory Trust Act, AFLT is deemed to hold a direct ownership interest in the legal title to any Leased Vehicle related to the Lease Assets (and not merely a beneficial interest in VAULT representing an interest
in the legal title to such Leased Vehicle), AFLT hereby grants, equally and ratably, to each Secured Noteholder a security interest in all of AFLT’s rights in such Leased Vehicle, to secure its obligations under the AFLT Indenture (the assets
pledged under such security interest, the “Direct AFLT Pledge”). The Direct AFLT Pledge shall constitute part of the AFLT Collateral for all purposes hereunder, and each Secured Noteholder, by its acceptance thereof, hereby appoints
the AFLT Indenture Trustee as its agent to act with respect to the Direct AFLT Pledge as it is required to act with respect to the remainder of the AFLT Collateral in accordance with this AFLT Indenture. 

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the
Secured Notes, equally and ratably without prejudice, priority or distinction among the Holders of the Secured Notes and to secure compliance with the provisions of this AFLT Indenture, all as provided in this AFLT Indenture. This AFLT Indenture
constitutes a security agreement under the UCC. 
 The foregoing Grant includes all rights, powers and options (but none of the obligations,
if any) of AFLT under any agreement or instrument included in the AFLT Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Lease Assets
included in the AFLT Collateral and all other monies payable under the AFLT Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name
of AFLT or otherwise and generally to do and receive anything that AFLT is or may be entitled to do or receive under or with respect to the AFLT Collateral. 

AFLT hereby Grants to CARAT a security interest (the “Junior Security Interest”) in, without recourse, all AFLT Collateral
now owned or at any time hereafter acquired by AFLT or in which AFLT now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment when due (whether at the stated maturity,
by acceleration or otherwise) of the CARAT Collection Account Shortfall Amounts. Notwithstanding the foregoing, CARAT agrees that, until such time (such time being the “Senior Repayment Time”) as all principal of and interest on the
Secured Notes (“Senior Secured Obligations”) shall have been paid in full, CARAT (1) shall have no right by reason of the Junior Security Interest to exercise any right, remedy or power with respect to any portion of the AFLT
Collateral, except that CARAT shall be entitled to take such actions as it may deem necessary or desirable to assert or defend the existence, validity, perfection and second priority of the Junior Security Interest and the right of CARAT to the AFLT
Collateral following the Senior Repayment Time, (2) shall be fully subordinate to the right, title and interest of the Secured Noteholders and the AFLT Indenture Trustee in and to the AFLT Collateral, notwithstanding the date, manner or order
of grant, attachment or perfection of any lien on the AFLT Collateral, and 

  
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notwithstanding any provision of the UCC or any other applicable law or the provisions of any AFLT Transaction Document or any other circumstance whatsoever, (3) agrees not to accept any
direct payment or distribution of any kind (whether in cash or property) in respect of the AFLT Collateral so long as any Senior Secured Obligations remain outstanding or the Secured Noteholders or the AFLT Indenture Trustee has any right, title or
interest in the AFLT Collateral, (4) waives all notice of subordination and consents to reliance by the AFLT Indenture Trustee and the Secured Noteholders upon its agreements in this Section, (5) waives any right to require the AFLT
Indenture Trustee to marshal any property (including the AFLT Collateral) before enforcing its rights under the AFLT Indenture or under any portion of the AFLT Collateral and (6) shall not contest the validity, perfection, priority or
enforceability of the lien or security interest of the AFLT Indenture Trustee in the AFLT Collateral created under the AFLT Indenture (this paragraph, the “Junior Security Interest Paragraph”). 

Furthermore, on the Closing Date, VAULT shall grant a security interest in the VAULT Pledged Collateral to each Secured Noteholder, to the
extent set forth in the VAULT Security Agreement. The VAULT Pledged Collateral shall constitute part of the AFL Trust Estate for all purposes hereunder, and each Secured Noteholder, by its acceptance thereof, hereby appoints the AFLT Indenture
Trustee as its agent to act with respect to the VAULT Pledged Collateral as it is required to act with respect to the remainder of the AFL Trust Estate in accordance with this AFLT Indenture. 

The Holders of the Secured Notes shall enjoy solely the security of the AFL Trust Estate and shall have no recourse to the assets included in
the Series Portfolio securing any other Series of Secured Notes or any other assets of AFLT. 
 The AFLT Indenture Trustee, as indenture
trustee on behalf of each Holder of the Secured Notes, acknowledges such Grant and accepts the trusts under this AFLT Indenture in accordance with the provisions of this AFLT Indenture. 

ARTICLE I 
 DEFINITIONS
AND RULES OF CONSTRUCTION 
 SECTION 1.1 Definitions; Rules of Construction. Capitalized terms used in this AFLT Indenture but
not defined herein are defined in and shall have the meanings assigned to them in Part I of Appendix A to the Trust Sale and Administration Agreement, dated as of             ,
20     (as amended from time to time, the “Trust Sale and Administration Agreement”), by and among Capital Auto Receivables LLC (“CARI”), Ally Financial Inc. and Capital Auto Receivables Asset
Trust 20    -SN  , or, if not defined therein, shall have the meanings assigned to them in the AFLT Program Definitions set forth in Part I of Exhibit I to the Declaration of Trust, dated as of March 23, 2012,
as amended by Amendment No. 1 to Declaration of Trust, dated as of December 19, 2013 (as may be further amended, modified or supplemented from time to time, the “Declaration of Trust”), by Deutsche Bank Trust Company
Delaware, as AFLT Owner Trustee, and acknowledged, accepted and agreed by Central Originating Lease II LLC (“COL II LLC”), as Residual Certificateholder. All references herein to Articles, Sections, subsections and exhibits are to
Articles, Sections, subsections and exhibits of this AFLT Indenture unless otherwise specified. All terms defined in this AFLT Indenture shall have the defined meanings when used in any certificate, notice, Secured Note or other


  
 3 








 
document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of Appendix A to the Trust Sale and Administration Agreement shall be
applicable to this AFLT Indenture. 
 SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this AFLT Indenture
refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this AFLT Indenture. The following TIA terms used in this AFLT Indenture have the following meanings: 

“Commission” means the Securities and Exchange Commission; 

“indenture securities” means the Secured Notes; 

“indenture security holder” means a Secured Noteholder; 

“indenture to be qualified” means this AFLT Indenture; 

“indenture trustee” means the AFLT Indenture Trustee; 

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

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

THE SECURED NOTES 
 SECTION
2.1 Form. 
 (a) Each Secured Note, together, in each case, with the AFLT Indenture Trustee’s certificate of authentication,
shall be substantially in the form set forth in Exhibit A, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this AFLT Indenture, and such Secured Notes may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the officers executing such Secured Notes, as evidenced by their execution of the
Secured Notes, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which such Secured Notes may be listed or to conform to usage. Any portion of
the text of any Secured Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Secured Note. The Secured Notes shall be secured by the AFL Trust Estate as set forth in this AFLT Indenture. 

(b) The Secured 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 Secured Notes, as evidenced by their execution of such Secured Notes. 

  
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 (c) Each Secured Note shall be issued in the initial Secured Note Principal Balance set forth on
the face thereof, which shall each be equal to 50% of the product of (x) the Secured Note Percentage and (y) the sum of the Initial ABS Values of the Lease Assets (with respect to each Secured Note, the “Initial Secured Note
Principal Balance”). 
 (d) The terms of the Secured Notes as provided for in Exhibit A are part of the terms of this AFLT
Indenture. 
 SECTION 2.2 Execution, Authentication and Delivery. 

(a) Each Secured Note shall be dated the date of its authentication and shall be issuable as a registered Secured Note. 

(b) The Secured Notes shall be executed on behalf of AFLT by any of its Authorized Officers. The signature of any such Authorized Officer on
the Secured Notes may be manual or facsimile. 
 (c) Secured Notes bearing the manual or facsimile signature of individuals who were at any
time Authorized Officers of AFLT shall bind AFLT, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Secured Notes or did not hold such office at the date of such
Secured Notes. 
 (d) The AFLT Indenture Trustee, in exchange for the Grant of the AFLT Collateral, simultaneously with the Grant to the
AFLT Indenture Trustee of the AFLT Collateral, and the constructive delivery to the AFLT Indenture Trustee of the Lease Assets and the other components and assets of the AFLT Collateral, shall cause to be authenticated and delivered to or upon the
order of AFLT, the Secured Notes. 
 (e) No Secured Notes shall be entitled to any benefit under this AFLT Indenture or be valid or
obligatory for any purpose, unless there appears on such Secured Note a certificate of authentication substantially in the form set forth in Exhibit A executed by the AFLT Indenture Trustee by the manual signature of one of its Authorized
Officers, and such certificate upon any Secured Note shall be conclusive evidence, and the only evidence, that such Secured Note has been duly authenticated and delivered hereunder. 

SECTION 2.3 Registration; Registration of Transfer and Exchange of Secured Notes. 

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

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

(c) Upon surrender for registration of transfer of any Secured Note at the Corporate Trust Office of the AFLT Indenture Trustee or Agency
Office of AFLT (and following the delivery, in the former case, of such Secured Notes to AFLT by the AFLT Indenture Trustee), AFLT shall execute, the AFLT Indenture Trustee shall authenticate and the Secured Noteholder shall obtain from the AFLT
Indenture Trustee, in the name of the designated transferee or transferees, one or more new Secured Notes in any authorized denominations, of a like Secured Note Principal Balance. 

(d) At the option of the Secured Noteholder, Secured Notes may be exchanged for other Secured Notes in any authorized denominations, of a like
Secured Note Principal Balance, upon surrender of such Secured Notes to be exchanged at the Corporate Trust Office of the AFLT Indenture Trustee or the Agency Office of AFLT (and following the delivery of such Secured Notes to AFLT by the AFLT
Indenture Trustee), AFLT shall execute, and the AFLT Indenture Trustee shall authenticate and the Secured Noteholder shall obtain from the AFLT Indenture Trustee, such Secured Notes which the Secured Noteholder making the exchange is entitled to
receive. 
 (e) All Secured Notes issued upon any registration of transfer or exchange of other Secured Notes shall be the valid obligations
of AFLT, evidencing the same debt, and entitled to the same benefits under this AFLT Indenture, as the Secured Notes surrendered upon such registration of transfer or exchange. 

(f) Every Secured Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a
written instrument of transfer in form satisfactory to the AFLT Indenture Trustee and the Secured Note Registrar, duly executed by the Holder thereof or such Holder’s attorney in fact duly authorized in writing, with such signature guaranteed
by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office of the AFLT Indenture Trustee is located, or by a member firm of a national securities
exchange, and such other documents as the AFLT Indenture Trustee may require. 
 (g) No service charge shall be made to a Holder for any
registration of transfer or exchange of Secured Notes, but AFLT or the AFLT Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Secured Notes, other than exchanges pursuant to Section 9.6 not involving any transfer. 

  
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 (h) By acquiring a Secured Note or any interest therein, each purchaser and transferee shall be
deemed to represent and warrant that either (a) it is not acquiring the Secured Note with the plan assets of a Benefit Plan or other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the
Code or (b) the acquisition and holding of the Secured Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

 (i) The preceding provisions of this Section 2.3 notwithstanding, AFLT shall not be required to transfer or make exchanges,
and the Secured Note Registrar need not register transfers or exchanges, of (i) Secured Notes that have been selected for redemption pursuant to Article X, if applicable, (ii) Secured Notes that are due for final payment within
fifteen (15) days of submission to the Corporate Trust Office or the Agency Office, or (iii) Secured Notes if Section 2.11 shall not have been complied with in connection with any transfer or exchange thereof. 

SECTION 2.4 Mutilated, Destroyed, Lost or Stolen Secured Notes. 

(a) If (i) any mutilated Secured Note is surrendered to the AFLT Indenture Trustee, or the AFLT Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Secured Note, and (ii) there is delivered to AFLT and the AFLT Indenture Trustee such security or indemnity as may be required by each such Person to hold each such Person harmless, then, in
the absence of notice to AFLT, the Secured Note Registrar or the AFLT Indenture Trustee that such Secured Note has been acquired by a protected purchaser, AFLT shall execute and upon AFLT’s request the AFLT Indenture Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Secured Note, a replacement Secured Note of a like Secured Note Principal Balance; provided, however, that if any such destroyed, lost or stolen
Secured Note, but not a mutilated Secured Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Secured Note, AFLT may make payment to the Holder of
such destroyed, lost or stolen Secured Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof. 

(b) If, after the delivery of a replacement Secured Note or payment in respect of a destroyed, lost or stolen Secured Note pursuant to
Section 2.4(a), a protected purchaser of the original Secured Note in lieu of which such replacement Secured Note was issued presents for payment such original Secured Note, AFLT and the AFLT Indenture Trustee shall be entitled to
recover such replacement Secured Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement Secured Note from the Person to whom such replacement Secured Note was delivered; or
(iii) any assignee of such Person, except a protected purchaser, and AFLT and the AFLT Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred
by AFLT or the AFLT Indenture Trustee in connection therewith. 
 (c) In connection with the issuance of any replacement Secured Note under
this Section 2.4, AFLT may require the payment by the Holder of such Secured Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all
fees and expenses of the AFLT Indenture Trustee) connected therewith. 

  
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 (d) Any duplicate Secured Note issued pursuant to this Section 2.4 in replacement for
any mutilated, destroyed, lost or stolen Secured Note shall constitute an original additional contractual obligation of AFLT, whether or not the mutilated, destroyed, lost or stolen Secured Note shall be found at any time or be enforced by any
Person, and shall be entitled to all the benefits of this AFLT Indenture equally and proportionately with any and all other Secured Notes duly issued hereunder. 

(e) The provisions of this Section 2.4 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 Secured Notes. 
 SECTION 2.5 Payment of Principal and
Interest. 
 (a) Each Secured Note shall accrue interest from and including the Closing Date on the Secured Note Principal Balance of
such Secured Note, until but excluding the date on which the Secured Note Principal Balance of such Secured Note is reduced to zero. Interest shall accrue on each Secured Note at the Secured Note Rate. On each Distribution Date, each Secured Note
shall be paid interest in an amount equal to the Secured Note Interest Distributable Amount payable to such Secured Note in accordance with Section 3.03(c)(ii) of the Servicing Agreement on such Distribution Date. Any installment of
interest payable on the Secured Notes shall be punctually paid or duly provided for with funds set aside in the AFLT Collection Account on the applicable Distribution Date and shall be paid to the Person in whose name such Secured Note is registered
in the Secured Note Register on the applicable Record Date, by wire transfer in immediately available funds to the account or accounts designated in writing by such Holder to the AFLT Indenture Trustee on or prior to the related Record Date. [For so
long as the CARAT Indenture Trustee is the Person in whose name a Secured Note is registered, such account shall be the CARAT Collection Account.] 

(b) To the extent of funds available therefor, the outstanding principal amount of each Secured Note shall be paid in installments on each
Distribution Date, in the amounts and in accordance with the priorities set forth in Section 3.03(c)(iii) of the Servicing Agreement. The outstanding principal amount of the Secured Notes shall be due and payable in full on the Final
Maturity Date. All principal payments on the Secured Notes shall be made pro rata to the Secured Noteholders, as provided in Section 3.03(c)(iii) of the Servicing Agreement. Any installment of principal payable on any Secured Note shall
be punctually paid or duly provided for with funds set aside in the AFLT Collection Account established with respect to the Lease Assets on the applicable Distribution Date and shall be paid to the Person in whose name such Secured Note is
registered in the Secured Note Register on the applicable Record Date by wire transfer in immediately available funds to the account or accounts designated by such Holder on or prior to the related Record Date, except for the Redemption Price for
the Secured Notes redeemed pursuant to Section 10.1, which shall be payable as provided herein. [For so long as the CARAT Indenture Trustee is the Person in whose name a Secured Note is registered, such account shall be the CARAT
Collection Account.] The funds represented by any such wire transfers in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3. 

  
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 (c) From and after the occurrence of an Event of Default and a declaration in accordance with
Section 5.2(a) that the Secured Notes have become immediately due and payable, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), all interest and principal payments shall be
allocated pro rata among the Holders of all of the Secured Notes on the basis of the Secured Note Principal Balances of Secured Notes held by such Holders. 

(d) With respect to any Distribution Date on which the final installment of principal and interest on a Secured Note is to be paid, the AFLT
Indenture Trustee on behalf of AFLT shall notify each Secured Noteholders of record as of the Record Date for such Distribution Date of the fact that the final installment of principal and interest on such Secured Note is to be paid on such
Distribution Date. With respect to any Secured Notes, such notice shall be sent not later than three (3) Business Days after such Record Date in accordance with Section 11.5(a), and shall specify that such final installment shall be
payable only upon presentation and surrender of such Secured Note and shall specify the place where such Secured Note may be presented and surrendered for payment of such installment and the manner in which such payment shall be made. 

(e) All payments of principal and interest on the Secured Notes and the CARAT Collection Account Shortfall Amounts shall be made by the AFLT
Indenture Trustee from the AFLT Collection Account solely pursuant to the calculations and written direction of the Servicer in accordance with Section 3.03(a) of the Servicing Agreement. 

SECTION 2.6 Persons Deemed Secured Noteholders. Prior to due presentment for registration of transfer of any Secured Note, AFLT, the
AFLT Indenture Trustee and any agent of AFLT or the AFLT Indenture Trustee shall treat the Person in whose name any Secured Note is registered in the Secured Note Register (as of the day of determination) as the Secured Noteholder for the purpose of
receiving payments of principal of and interest on such Secured Note and for all other purposes whatsoever, whether or not such Secured Note be overdue, and neither AFLT, the AFLT Indenture Trustee nor any agent of AFLT or the AFLT Indenture Trustee
shall be affected by notice to the contrary. 
 SECTION 2.7 Cancellation of Secured Notes. All Secured Notes surrendered for payment,
redemption, exchange or registration of transfer shall, if surrendered to any Person other than the AFLT Indenture Trustee, be delivered to the AFLT Indenture Trustee and shall be promptly canceled by the AFLT Indenture Trustee. AFLT may at any time
deliver to the AFLT Indenture Trustee for cancellation any Secured Notes previously authenticated and delivered hereunder which the Issuing Entity may have acquired in any manner whatsoever, and all Secured Notes so delivered shall be promptly
canceled by the AFLT Indenture Trustee. No Secured Notes shall be authenticated in lieu of or in exchange for any Secured Notes canceled as provided in this Section 2.7, except as expressly permitted by this AFLT Indenture. All canceled
Secured Notes may be held or disposed of by the AFLT Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless AFLT shall direct by an AFLT Order that they be destroyed or returned to it;
provided, however, that such AFLT Order is 

  
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timely and the Secured Notes have not been previously disposed of by the AFLT Indenture Trustee. The AFLT Indenture Trustee shall certify to AFLT upon request that surrendered Secured Notes have
been duly canceled and retained or destroyed, as the case may be. 
 SECTION 2.8 Release of AFL Trust Estate. The AFLT Indenture
Trustee shall not release property from the Lien of this AFLT Indenture and the VAULT Security Agreement, other than as permitted by Sections 3.20, 8.4 and 11.1, and then only upon receipt of an AFLT Request accompanied by an Officer’s
Certificate, an Opinion of Counsel (to the extent required by the TIA) and Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1). 

SECTION 2.9 Seller, CARI, the Issuing Entity and the CARAT Indenture Trustee as Secured Noteholders. Each of the Seller, CARI, the
Issuing Entity and the CARAT Indenture Trustee, in their individual or any other capacity, may become the owner or pledgee of Secured Notes and may otherwise deal with AFLT or its affiliates with the same rights it would have if it were not the
Seller or the CARAT Indenture Trustee, as applicable, or, with respect to CARI or the Issuing Entity, an Affiliate of the Seller. 
 SECTION
2.10 Tax Treatment. [AFLT and the AFLT Indenture Trustee, by entering into this AFLT Indenture, and the Secured Noteholders, by acquiring any Secured Note or interest therein, unless otherwise required by appropriate taxing authorities,
(i) express their intention that the Secured Notes qualify under applicable tax law as indebtedness secured by the AFL Trust Estate and (ii) agree to treat the Secured Notes as indebtedness secured by the AFL Trust Estate for the purpose
of federal income taxes, state and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.] 

SECTION 2.11 Private Placement of Secured Notes. 

(a) None of the Secured Notes has been or will be registered under the Securities Act, or the securities laws of any other jurisdiction.
Consequently, the Secured Notes are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein. The Secured Notes or an interest in the
Secured Notes are being sold in a private placement pursuant to Section 4(2) of the Securities Act on the date hereof. Thereafter, no further sale, pledge or other transfer of any Secured Note (or interest therein) may be made by any Person
unless either (i) such sale, pledge or other transfer is made to an institutional investor that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an
“Institutional Accredited Investor”), that executes a certificate, in the form attached hereto as Exhibit B or otherwise in form and substance satisfactory to the AFLT Indenture Trustee and the Servicer, to the effect that
(A) it is an Institutional Accredited Investor acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless the holder is a bank acting in
its fiduciary capacity) that, if so requested by the Servicer or the AFLT Indenture Trustee, executes a certificate in the form of Exhibit B, and (B) it is aware that the transferor of such Secured Note intends to rely on the exemption
from the registration requirements of the Securities Act provided by Rule 501 under the Securities Act, (ii) so long as such Secured Note is eligible for resale pursuant to Rule 144A under the Securities Act (“Rule 144A”), such
sale, pledge or other transfer is made to a “qualified institutional buyer” as defined in Rule 144A (a “Qualified Institutional Buyer”), that 

  
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executes a certificate, in the form attached hereto as Exhibit B or otherwise in form and substance satisfactory to the AFLT Indenture Trustee and the Servicer, to the effect that
(A) it is a Qualified Institutional Buyer acting for its own account or the accounts of other Qualified Institutional Buyers, and (B) it is aware that the transferor of such Secured Note intends to rely on the exemption from the
registration requirements of the Securities Act provided by Rule 144A, or (iii) such sale, pledge or other transfer is made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case (A) the
AFLT Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the AFLT Indenture Trustee and the Servicer in writing the facts surrounding such transfer, which certification shall be in form and
substance satisfactory to the AFLT Indenture Trustee and the Servicer, and (B) the AFLT Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the AFLT Indenture Trustee) satisfactory to the Servicer
and the AFLT Indenture Trustee to the effect that such transfer will not violate the Securities Act. Neither the Servicer nor the AFLT Indenture Trustee shall register any of the Secured Notes under the Securities Act, qualify any of the Secured
Notes under the securities laws of any State or provide registration rights to any purchaser or holder thereof. 
 (b) Each Secured Note
shall bear a legend to the effect set forth in Section 2.11(a) above. 
 ARTICLE III 

COVENANTS 
 SECTION 3.1
Payment of Principal and Interest and Other Amounts. AFLT shall duly and punctually pay the principal of and interest on the Secured Notes and the CARAT Collection Account Shortfall Amount in accordance with the terms of the AFLT Transaction
Documents. On each Distribution Date and on the Redemption Date (if applicable), AFLT shall cause amounts on deposit in the AFLT Collection Account to be paid to the Secured Noteholders in accordance with Sections 2.5 and 8.2 and with
Section 3.03 of the Servicing Agreement, less amounts properly withheld under the Code by any Person from a payment to any Secured Noteholder of interest or principal. Any amounts so withheld shall be considered as having been paid by AFLT to
such Secured Noteholder for all purposes of this AFLT Indenture. 
 SECTION 3.2 Maintenance of Agency Office. As long as any of the
Secured Notes remains outstanding, AFLT shall maintain in the Borough of Manhattan, The City of New York, an office (the “Agency Office”), being an office or agency where Secured Notes may be surrendered to AFLT for registration of
transfer or exchange, and where notices and demands to or upon AFLT in respect of the Secured Notes and this AFLT Indenture may be served. AFLT hereby initially appoints the AFLT Indenture Trustee to serve as its agent for the foregoing purposes.
AFLT shall give prompt written notice to the AFLT Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time AFLT shall fail to maintain any such office or agency or shall fail to furnish the AFLT
Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the AFLT Indenture Trustee, and AFLT hereby appoints the AFLT Indenture Trustee as its agent to receive all such
surrenders, notices and demands. 

  
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 SECTION 3.3 Money for Payments to Be Held in Trust. 

(a) As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any Secured Notes that
are to be made from amounts withdrawn from the AFLT Collection Account pursuant to Section 3.03 of the Servicing Agreement shall be made on behalf of AFLT by the AFLT Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from the AFLT Collection Account for payments of such Secured Notes shall be paid over to AFLT except as provided in this Section 3.3. 

(b) On or before the Redemption Date, AFLT shall cause the Servicer to deposit into the AFLT Collection Account, pursuant to
Section 7.01 of the Servicing Agreement, the Optional Purchase Price. On or before each Distribution Date, AFLT shall deposit or cause to be deposited in the AFLT Collection Account, pursuant to Section 3.03(b) of the
Servicing Agreement, an aggregate sum sufficient to pay the amounts then becoming due with respect to the Secured Notes and the CARAT Collection Account Shortfall Amount, such sum to be held in trust for the benefit of the Persons entitled thereto.

 (c) AFLT shall cause each Paying Agent other than the AFLT Indenture Trustee to execute and deliver to the AFLT Indenture Trustee an
instrument in which such Paying Agent shall agree with the AFLT Indenture Trustee (and if the Servicer acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall: 

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

(ii) give the AFLT Indenture Trustee notice of any default by AFLT (or any other obligor upon the Secured Notes) of which it has actual
knowledge in the making of any payment required to be made with respect to the Secured Notes; 
 (iii) at any time during the continuance
of any such default, upon the written request of the AFLT Indenture Trustee, forthwith pay to the AFLT Indenture Trustee all sums so held in trust by such Paying Agent; 

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

(v) comply with all requirements of the Code (and any corresponding provision of State, local, and non-U.S. tax law) with respect to the
withholding from any payments made by it on the Secured Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. 

(d) AFLT may at any time, for the purpose of obtaining the satisfaction and discharge of this AFLT Indenture or for any other purpose, by an
AFLT Order direct any Paying Agent to pay to the AFLT Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the AFLT Indenture Trustee upon the same trusts as those upon which the


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

SECTION 3.4 Existence. AFLT shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor trust hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case AFLT 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 AFLT Indenture,
the Secured Notes, the AFLT Collateral and each other instrument or agreement included in the AFL Trust Estate. 
 SECTION 3.5 Protection
of AFL Trust Estate; Acknowledgment of Pledge. 
 (a) AFLT shall from time to time execute and deliver all such supplements and
amendments hereto and authorize or execute, as applicable, and deliver all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: 

(i) maintain or preserve the Lien (and the priority thereof) of this AFLT Indenture or carry out more effectively the purposes hereof,
including by making the necessary filings of financing statements or amendments thereto within sixty (60) days after the occurrence of any of the following and by promptly notifying the AFLT Indenture Trustee in writing of any such filings:
(A) any change in AFLT’s true legal name or any of its trade names, (B) any change in the location of AFLT’s jurisdiction of organization, (C) any merger or 

  
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consolidation or other change in AFLT’s identity or organizational structure or jurisdiction of organization in which AFLT is located for purposes of the UCC and (D) any other change or
occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of Section 9-506 of the UCC; 

(ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this AFLT Indenture and the priority thereof; 

(iii) enforce the rights of the AFLT Indenture Trustee and the Secured Noteholders in the AFL Trust Estate; or 

(iv) preserve and defend title to the AFL Trust Estate and the rights of the AFLT Indenture Trustee and the Secured Noteholders in such AFL
Trust Estate against the claims of all Persons and parties; 
 and AFLT hereby designates the AFLT Indenture Trustee its agent and attorney-in-fact to
authorize and execute any financing statement, continuation statement or other instrument required pursuant to this Section 3.5. 

(b) AFLT hereby authorizes the AFLT Indenture Trustee to file all financing statements, continuation statements or other instruments naming
AFLT as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this AFLT Indenture and the VAULT Security Agreement with respect to the AFL Trust Estate, and authorizes the AFLT Indenture
Trustee to take any such action without its signature. 
 SECTION 3.6 Opinions as to AFLT Collateral. 

(a) On the Closing Date, AFLT shall furnish to the AFLT Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the authorization and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this AFLT Indenture and reciting the details of such
action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. 
 (b) On or before
March 15 in each calendar year, beginning March 15, 20     (or, if such date is not a Business Day, the next succeeding Business Day), AFLT shall furnish to the AFLT Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with respect to the authorization and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this AFLT Indenture and
reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this AFLT Indenture. Such Opinion of Counsel shall also describe the authorization and filing of any
financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this AFLT Indenture until March 15 in the following calendar year. 

  
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 SECTION 3.7 Performance of Obligations; Servicing of Lease Assets. 

(a) AFLT shall not take any action and shall use its reasonable efforts not to permit any action to be taken by others that would release any
Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the AFL Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this AFLT Indenture, any other AFLT Transaction Document or such other instrument or agreement. 

(b) AFLT may contract with other Persons to assist it in performing its duties under this AFLT Indenture, and any performance of such duties
by a Person identified to the AFLT Indenture Trustee in the AFLT Transaction Documents or an Officer’s Certificate of AFLT shall be deemed to be action taken by AFLT. Initially, AFLT has contracted with the Servicer to assist AFLT in performing
its duties under this AFLT Indenture. No such delegation shall relieve AFLT of its responsibilities with respect to such duties. 
 (c) AFLT
shall punctually perform and observe all of its obligations and agreements contained in this AFLT Indenture, any other AFLT Transaction Documents and in the instruments and agreements included in the AFL Trust Estate, including filing or causing to
be filed all UCC financing statements and continuation statements required to be filed under the terms of this AFLT Indenture and any other AFLT Transaction Document in accordance with and within the time periods provided for herein or therein. 

(d) If AFLT shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement, AFLT shall promptly (and in any event
within five (5) Business Days) notify the AFLT Indenture Trustee and the Secured Noteholders and the Rating Agencies (if any Rated Notes are outstanding) in writing thereof, and shall specify in such notice the response or action, if any, AFLT
has taken or is taking with respect to such default. If any such Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Lease Assets, AFLT and the
AFLT Indenture Trustee shall take all reasonable steps available to them pursuant to the Servicing Agreement (with respect to the AFLT Indenture Trustee, in accordance with Section 6.2(h) of this AFLT Indenture) to remedy such failure.

 (e) Without derogating from the absolute nature of the assignment granted under this AFLT Indenture with respect to the AFLT Collateral
and under the VAULT Security Agreement with respect to the VAULT Pledged Collateral or the rights of the AFLT Indenture Trustee and the Secured Noteholders hereunder or under the VAULT Security Agreement, AFLT agrees, except as set forth in the
Transaction Documents, that it shall not, without the prior written consent of the AFLT Indenture Trustee and the Secured Noteholders, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any assets included in the AFL Trust Estate or waive timely performance or observance by any party under any of the AFLT Transaction Documents. 

  
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 SECTION 3.8 Negative Covenants. 

So long as any Secured Notes are Outstanding, AFLT shall not: 

(a) sell, transfer, exchange or otherwise dispose of any of the properties or assets included in the AFL Trust Estate, except AFLT may cause
the Servicer to: (i) collect, liquidate, sell or otherwise dispose of AFLT’s interest in the Lease Assets (including any Warranty Lease Assets, Administrative Lease Assets, and Liquidating Lease Assets, and any related Leased Vehicles);
(ii) make cash payments out of the AFLT Designated Accounts and Payment Ahead Servicing Account; and (iii) take other actions, in each case as permitted by the AFLT Transaction Documents; 

(b) claim any credit on, or make any deduction from the principal and interest payable in respect of Secured Notes (other than amounts
withheld from such payments under the Code or applicable State, local or non-U.S. tax law) or assert any claim against any present or former Secured Noteholder by reason of the payment of the taxes levied or assessed upon any part of the AFL Trust
Estate; 
 (c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply
for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or 

(d) either (i) permit the validity or effectiveness of this AFLT Indenture or any other AFLT Transaction Documents to be impaired, or
permit the Lien of this AFLT Indenture in the related AFLT Collateral or the Lien of the VAULT Security Agreement in the VAULT Pledged Collateral to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations with respect to the Secured Notes under this AFLT Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this AFLT Indenture in the AFLT Collateral and the
Lien of the VAULT Security Agreement in the VAULT Pledged Collateral) to be created on or extend to or otherwise arise upon or burden the AFL Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens,
mechanics’ liens and other liens that arise by operation of law, in each case on a Leased Vehicle and arising solely as a result of an action or omission of the related Obligor) or (iii) permit the Lien of this AFLT Indenture not to
constitute a valid first priority perfected security interest in the AFLT Collateral or the Lien of the VAULT Security Agreement not to constitute a valid first priority perfected security interest in the VAULT Pledged Collateral (in each case,
other than with respect to any such tax, mechanics’ or other lien that arises by operation of law). 
 SECTION 3.9 Annual Statement
as to Compliance. Until the Secured Notes have been paid in full, AFLT shall deliver to the AFLT Indenture Trustee and the Secured Noteholders, on or before March 15 of each year, beginning March 15, 20     (or, if
such date is not a Business Day, the next succeeding Business Day), an Officer’s Certificate signed by an Authorized Officer of AFLT, dated as of December 31 of the preceding year, stating that: 

(a) a review of the activities of AFLT during the preceding 12-month period (or, with respect to the first such Officer’s Certificate,
such period as shall have elapsed since the Closing Date) and of AFLT’s performance under this AFLT Indenture has been made under such Authorized Officer’s supervision; and 

  
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 (b) to the best of such Authorized Officer’s knowledge, based on such review, AFLT has
fulfilled all of its obligations under this AFLT Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status
thereof. 
 SECTION 3.10 Consolidation, Merger, Etc., of Trust; Disposition of Lease Assets. 

(a) AFLT shall not consolidate or merge with or into any other Person, unless: 

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

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

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

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

(v) AFLT shall have delivered to the AFLT Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to AFLT and the
AFLT Indenture Trustee, each stating: 
 (A) that such consolidation or merger and such supplemental indenture comply with
this Section 3.10; 
 (B) that such consolidation or merger and such supplemental indenture shall have no
material adverse tax consequences to AFLT or any Secured Noteholder; and 
 (C) that all conditions precedent herein
provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act. 
 (b)
Except as otherwise expressly permitted by this AFLT Indenture or any other AFLT Transaction Documents, AFLT shall not sell, convey, exchange, transfer or otherwise dispose of any of the properties or assets included in the AFL Trust Estate to any
Person, unless: 
 (i) the Person that acquires such properties or assets of AFLT (A) shall be a United States citizen or a Person
organized and existing under the laws of the United 

  
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States of America or any State and be a U.S. Person and (B) by an indenture supplemental hereto, executed and delivered to the AFLT Indenture Trustee, in form satisfactory to the AFLT
Indenture Trustee: 
 (A) expressly assumes the due and punctual payment of the principal of and interest on all Secured
Notes, any CARAT Collection Account Shortfall Amounts and the performance or observance of every agreement and covenant of this AFLT Indenture on the part of AFLT to be performed or observed, all as provided herein; 

(B) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of
shall be subject and subordinate to the rights of Secured Noteholders; 
 (C) unless otherwise provided in such supplemental
indenture, expressly agrees to indemnify, defend and hold harmless AFLT against and from any loss, liability or expense arising under or related to this AFLT Indenture and the Secured Notes; 

(D) expressly agrees that such Person (or if a group of Persons, then one Specified Person) shall make all filings with the
Commission (and any other appropriate Person) required by the Exchange Act in connection with the Secured Notes; 
 (ii) immediately after
giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; 
 (iii) the Rating Agency
Condition shall have been satisfied with respect to such transaction and such Person; 
 (iv) any action as is necessary to maintain the
Lien created by this AFLT Indenture in the AFLT Collateral shall have been taken; and 
 (v) AFLT shall have delivered to the AFLT
Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to AFLT, each stating that: 
 (A) such
sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10; 

(B) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax
consequence to AFLT or to any Secured Noteholder; and 
 (C) all conditions precedent herein provided for in this
Section 3.10 have been complied with, which shall include any filing required by the Exchange Act. 

  
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 SECTION 3.11 Successor or Transferee. 

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

SECTION 3.12 No Other Business. AFLT shall not engage in any business or activity other than acquiring, holding, pledging and managing
the AFL Trust Estate and the proceeds therefrom in the manner contemplated by the AFLT Transaction Documents, issuing Secured Notes and the AFLT Certificate, making payments on Secured Notes and the AFLT Certificate and such other activities that
are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or are otherwise described or set forth in Section 2.3 of the Declaration of Trust. 

SECTION 3.13 No Borrowing. AFLT shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness for money borrowed other than indebtedness for money borrowed in respect of the Secured Notes, money borrowed in respect of any other Series of Secured Notes or otherwise in accordance with the AFLT Transaction Documents including
Section 2.3 of the Declaration of Trust. 
 SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this AFLT Indenture or the other AFLT Transaction Documents, AFLT shall not make any loan or advance of credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or
performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. 

SECTION 3.15 Servicer’s Obligations. AFLT shall use its best efforts to cause the Servicer to comply with its obligations under
Sections 2.15, 2.16 and 2.17 of the Servicing Agreement. 
 SECTION 3.16 Capital Expenditures. AFLT shall not
make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Lease Assets and other related property and rights from time to time
pursuant to the Sale and Contribution Agreement or, with respect to other Series, to the extent otherwise described or set forth in Section 2.3 of the Declaration of Trust. 

  
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 SECTION 3.17 Restricted Payments. Except for payments of principal or interest on or
redemption of the Secured Notes or payment on the CARAT Collection Account Shortfall Amount, so long as any Secured Notes are Outstanding, AFLT shall not, directly or indirectly: 

(a) pay any dividend or make any distribution from collections received on the AFL Trust Estate (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the AFLT Owner Trustee or the AFLT Certificateholder or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Series 20 -SN
Portfolio or to the Servicer; 
 (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or
similar security of the Series 20    -SN     Portfolio; or 
 (c) set aside or otherwise segregate
any amounts for any such purpose; 
 provided, however, that AFLT may make, or cause to be made (x) distributions to the Servicer, the
AFLT Indenture Trustee, the AFLT Owner Trustee and the AFLT Certificateholder as permitted by, and to the extent funds are available for such purpose under, the AFLT Transaction Documents and (y) distributions from any other Series Portfolio in
accordance with the transaction documents related to such other Series Portfolio. AFLT shall not, directly or indirectly, make payments to or distributions from the AFLT Collection Account except in accordance with the AFLT Transaction Documents.

 SECTION 3.18 Notice of Events of Default. AFLT agrees to give the AFLT Indenture Trustee, each Secured Noteholder and, if any
Rated Notes are outstanding, the Rating Agencies prompt written notice of each Event of Default, each Servicer Default under the Servicing Agreement, each default on the part of the Servicer of its obligations under the AFLT Transaction Documents
and each default on the part of the Seller of its obligations under the Sale and Contribution Agreement. 
 SECTION 3.19 Further
Instruments and Acts. Upon request of the AFLT Indenture Trustee, AFLT 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 AFLT
Indenture. 
 SECTION 3.20 AFLT Indenture Trustee’s Release of Lien on Administrative Lease Assets and Warranty Lease Assets and
Sale or Other Distribution of the Related Leased Vehicles. Upon receipt of the Administrative Purchase Payment with respect to any Administrative Lease Asset or the Warranty Payment with respect to any Warranty Lease Asset, in each case into the
AFLT Collection Account on or prior to a Distribution Date, (x) the AFLT Indenture Trustee shall be deemed automatically and without any further action to have released its security interest and all of its other right title and interest in and
Lien under this AFLT Indenture on, such Warranty Lease Asset or such Administrative Lease Asset, as the case may be, all monies due thereon after the last day of the related Monthly Period, the security interest in the related Leased Vehicle and any
and all proceeds, rights and remedies relating thereto; and (y) AFLT shall simultaneously assign and be deemed automatically and without any further action to have assigned, without recourse, representation or warranty, such Warranty Lease
Asset to the 

  
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Seller under the Sale and Contribution Agreement, or such Administrative Lease Asset to the Servicer under the Servicing Agreement, as the case may be, all of AFLT’s right, title and
interest in and to such purchased Lease Asset, all monies due thereon after the last day of the related Monthly Period, the security interest in the related Leased Vehicle and any and all proceeds, rights and remedies relating thereto, such
assignment being an assignment outright and not for security; and the Seller or the 
 Servicer, as applicable, shall thereupon own such Lease Asset, and all
such security and documents, free of any further obligation to the AFLT Indenture Trustee, the Secured Noteholders or the AFLT Certificateholder with respect thereto. In addition, the Servicer shall have the right to sell or otherwise dispose of the
Leased Vehicles related to the Lease Assets in accordance with the Servicing Agreement. Upon the sale or other disposition of any such Leased Vehicle by the Servicer, the Lien of the AFLT Indenture Trustee shall be automatically released upon the
Servicer’s receipt of the proceeds of any such sale or liquidation. 
 If in any enforcement suit or legal proceeding it is held that
the Servicer under the Servicing Agreement may not enforce a Lease Asset included in the AFLT Collateral on the ground that it is not a real party in interest or a holder entitled to enforce the Lease Asset, the AFLT Indenture Trustee shall, at the
Servicer’s expense and written direction (which may be by electronic mail or other electronic transmission), take such steps as the Servicer deems necessary to enforce such Lease Asset, including bringing suit in the AFLT Indenture
Trustee’s name or the names of the Secured Noteholders or the AFLT Certificateholder. 
 SECTION 3.21 Representations and Warranties
by AFLT to the AFLT Indenture Trustee. On the Closing Date, AFLT hereby represents and warrants to the AFLT Indenture Trustee as follows: 

(a) Good Title. No interest in any Lease Asset (other than any Administrative Lease Asset, Liquidating Lease Asset or Warranty Lease
Asset or otherwise pursuant to the AFLT Transaction Documents) has been sold, transferred, assigned or pledged by AFLT to any Person other than the AFLT Indenture Trustee as of such Closing Date (except that Ally Financial, as initial holder of the
Secured Notes, has been named as the lienholder and VAULT has been named the legal titleholder on the certificates of title of the related Leased Vehicles); immediately prior to the conveyance of such Lease Assets pursuant to this AFLT Indenture,
AFLT had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this AFLT Indenture, the AFLT Indenture Trustee shall have a Lien on all of the right, title and interest of AFLT in, to and under such Lease Assets,
free of any Lien other than the Lien of this Indenture; and 
 (b) All Filings Made. All filings (including UCC filings) and
notations necessary in any jurisdiction to give the AFLT Indenture Trustee (or, with respect to the Direct AFLT Pledge, each Secured Noteholder) a first priority perfected security interest in the AFLT Collateral have been made. 

SECTION 3.22 Maintenance of Separate Records for Each Series. So long as any Secured Note remains Outstanding and pursuant to
Section 3.2(a) of the Declaration of Trust, AFLT shall maintain separate and distinct records with respect to the Lease Assets and the remainder of the Series 20 -SN Portfolio and the Lease Assets and the remainder of the Series
20    -SN     Portfolio shall be held and accounted for separately from any other Lease Assets allocated to any other Series Portfolio or the Residual Interest. 

  
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 ARTICLE IV 

SATISFACTION AND DISCHARGE 

SECTION 4.1 Satisfaction and Discharge of AFLT Indenture. This AFLT Indenture shall cease to be of further effect except as to:
(i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen Secured Notes; (iii) rights of Secured Noteholders to receive payments of principal thereof and interest thereon;
(iv) Sections 3.3, 3.4, 3.5, 3.6, 3.10, 3.12, 3.13, 3.18, 3.20 and 11.16; (v) the rights, obligations and immunities of the AFLT Indenture Trustee hereunder (including
the rights of the AFLT Indenture Trustee under Section 6.7 and the obligations of the AFLT Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of Secured Noteholders as beneficiaries hereof with respect
to the property so deposited with the AFLT Indenture Trustee payable to all or any of them, and the AFLT Indenture Trustee, on demand of and at the expense of AFLT, shall execute proper instruments acknowledging satisfaction and discharge of this
AFLT Indenture with respect to the Secured Notes, if: 
 (a) either: 

(i) all Secured Notes theretofore authenticated and delivered (other than (A) Secured Notes that have been destroyed, lost or stolen and
that have been replaced or paid as provided in Section 2.4 and (B) Secured Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by AFLT and thereafter repaid to AFLT or discharged
from such trust, as provided in Section 3.3) have been delivered to the AFLT Indenture Trustee for cancellation; or 
 (ii) all
Secured Notes not theretofore delivered to the AFLT Indenture Trustee for cancellation: 
 (A) have become due and payable,

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

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

and AFLT, in the case of clause (A), (B) or (C) of subsection 4.1(a)(ii) above, has irrevocably deposited
or caused to be irrevocably deposited with the AFLT Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose,
in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such Secured Notes not 

  
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theretofore delivered to the AFLT Indenture Trustee for cancellation when due on the Final Maturity Date for such Secured Notes or the Redemption Date for such Secured Notes (if such Secured
Notes have been called for redemption pursuant to Section 10.1), as the case may be; 
 (b) AFLT has paid or caused to be paid
all amounts and has performed all obligations which AFLT may owe to the AFLT Indenture Trustee personally or to the AFLT Indenture Trustee for the benefit of the Secured Noteholders under this AFLT Indenture and any other AFLT Transaction Documents;
and 
 (c) AFLT has delivered to the AFLT Indenture Trustee and to the Secured Noteholders an Officer’s Certificate of AFLT, an Opinion
of Counsel and (if required by the TIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this AFLT Indenture have been complied with. 
 SECTION 4.2 Application of Trust
Money. All monies deposited with the AFLT Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Secured Notes and this AFLT Indenture and the applicable
provisions of the Servicing Agreement, to the payment, either directly or through any Paying Agent, as the AFLT Indenture Trustee may determine, to the Holders of the particular Secured Notes for the payment or redemption of which such monies have
been deposited with the AFLT Indenture Trustee, of all sums due and to become due in accordance with this AFLT Indenture and any other AFLT Transaction Documents; but such monies need not be segregated from other funds except to the extent required
herein, in the Servicing Agreement or by applicable law. 
 SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with
the satisfaction and discharge of this AFLT Indenture with respect to the Secured Notes, all monies then held by any Paying Agent other than the AFLT Indenture Trustee under the provisions of this AFLT Indenture with respect to all such Secured
Notes shall, upon demand of AFLT, be paid to the AFLT Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies. 

SECTION 4.4 Duration of Position of AFLT Indenture Trustee. Notwithstanding the payment in full of all principal and interest due to
all Secured Noteholders under the terms of the Secured Notes and the cancellation of such Secured Notes, the AFLT Indenture Trustee shall continue to act in the capacity as AFLT Indenture Trustee hereunder, for the benefit of the AFLT
Certificateholder, and the AFLT Indenture Trustee, for the benefit of such AFLT Certificateholder, shall comply with its obligations under the Servicing Agreement, as appropriate, until such time as all distributions due to the AFLT
Certificateholder have been paid in full. 

  
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 ARTICLE V 

DEFAULT AND REMEDIES 

SECTION 5.1 Events of Default. For the purposes of this AFLT Indenture, “Event of Default” wherever used herein, means
any one of the following events: 
 (a) failure to pay the full Secured Note Interest Distributable Amount on any Secured Note on any
Distribution Date, and such default shall continue unremedied for a period of five (5) Business Days; or 
 (b) except as set forth in
Section 5.1(c), failure to pay any principal of any Secured Note as and when required in accordance with the AFLT Transaction Documents, and such default continues unremedied for a period of thirty (30) days after there shall have
been given, by registered or certified mail, to the Servicer by the AFLT Indenture Trustee or to the Servicer and the AFLT Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the Secured Notes, a written notice
specifying such default and demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(c) failure to pay in full the Secured Note Principal Balance of any Secured Notes by the Final Maturity Date; or 

(d) default in the observance or performance in any material respect of any covenant or agreement of AFLT made in this AFLT Indenture (other
than (i) a covenant or agreement a default in the observance or performance of which is specifically dealt with elsewhere in this Section 5.1) which failure materially and adversely affects the rights of the Secured Noteholders, and
such default shall continue or not be cured for a period of thirty (30) days after there shall have been given, by registered or certified mail, to AFLT and the Seller (or the Servicer, as applicable) by the AFLT Indenture Trustee or to AFLT,
the Seller (or the Servicer, as applicable) and the AFLT Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Secured Notes, a written notice specifying such default, demanding that it be remedied and stating that such
notice is a “Notice of Default” hereunder; or 
 (e) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of AFLT or any substantial part of the AFL Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of AFLT or for any substantial part of the AFL Trust Estate, or ordering the winding-up or liquidation of AFLT’s affairs, and such decree or order shall remain
unstayed and in effect for a period of ninety (90) consecutive days; or 
 (f) the commencement by AFLT of a voluntary case under any
applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent of AFLT to the entry of an order for relief in an involuntary case under any such law, or the consent by AFLT to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of AFLT or for any substantial part of the AFL Trust Estate, or the making by AFLT of any general assignment for the benefit of creditors, or
the failure by AFLT generally to pay its debts as such debts become due, or the taking of action by AFLT in furtherance of any of the foregoing. 

  
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 AFLT shall deliver to the AFLT Indenture Trustee and the Secured Noteholders promptly (and in any event within
five (5) Business Days) after learning of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under
Section 5.1(d), its status and what action AFLT is taking or proposes to take with respect thereto. 
 SECTION 5.2
Acceleration of Maturity; Rescission and Annulment. 
 (a) If an Event of Default should occur and be continuing, then and in every
such case, unless the principal amount of the Secured Notes shall have already become due and payable, either the AFLT Indenture Trustee or the Holders of Secured Notes representing not less than a majority of the Outstanding Amount of the Secured
Notes may declare all the Secured Notes to be immediately due and payable, by a notice in writing to AFLT and to the AFLT Indenture Trustee if given by the Secured Noteholders setting forth the Event of Default or Events of Default, and upon any
such declaration the unpaid principal amount of the Secured Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. 

(b) At any time after such declaration of acceleration of maturity of the Secured Notes has been made and before a judgment or decree for
payment of the money due thereunder has been obtained by the AFLT Indenture Trustee as hereinafter provided in this Article V, the Holders of Secured Notes representing not less than a majority of the Outstanding Amount of the Secured Notes,
by written notice to AFLT and the AFLT Indenture Trustee, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a) and rescind and annul such declaration and its consequences; provided, however, that no such
rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereto; and provided, further, that if the AFLT Indenture Trustee or the Secured Noteholders shall have proceeded to enforce any right
under this AFLT Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the AFLT Indenture Trustee or the
Secured Noteholders, then and in every such case, the AFLT Indenture Trustee, AFLT and the Secured Noteholders, as the case may be, shall be restored to their respective former positions and rights hereunder, and all rights, remedies and powers of
the AFLT Indenture Trustee, AFLT and the Secured Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced. 

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

(a) AFLT covenants that if an Event of Default occurs and such Event of Default has not been waived pursuant to Section 5.12 (or
rescinded pursuant to Section 5.2(b)), then AFLT shall, upon demand of the AFLT Indenture Trustee, pay to the AFLT Indenture Trustee, for the ratable benefit of the Secured Noteholders in accordance with their respective Secured Note
Principal Balances, the entire amount then due and payable on the Secured Notes 

  
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for principal and interest, with interest upon the overdue principal and overdue interest at the Secured Note Rate and any CARAT Collection Account Shortfall Amount 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 AFLT Indenture Trustee and its agents and counsel. 

(b) If AFLT shall fail forthwith to pay such amounts upon such demand, the AFLT Indenture Trustee may, in its own name and as trustee of an
express trust, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, enforce the same against AFLT or other obligor upon the Secured Notes and collect in the manner
provided by law out of the property of the AFL Trust Estate, the monies adjudged or decreed to be payable. 
 (c) If an Event of Default
occurs and is continuing, the AFLT 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 Secured Noteholders, by such appropriate
Proceedings as the AFLT 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 AFLT 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 AFLT Indenture Trustee by this AFLT Indenture or by applicable law. 

(d) If there shall be pending, relative to AFLT or any other obligor upon the Secured Notes or any Person having or claiming an ownership
interest in the AFL Trust Estate, Proceedings under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of AFLT or its property or such obligor or Person, or in case of any other comparable judicial Proceedings relative to AFLT or other obligor upon the Secured Notes, or to the
creditors or property of AFLT or such other obligor, the AFLT Indenture Trustee, irrespective of whether the principal of any Secured Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the AFLT Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise: 

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

  
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 (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of
the Secured Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; 
 (iii)
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Noteholders and of the AFLT 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 AFLT
Indenture Trustee or the Secured Noteholders allowed in any judicial proceedings relative to AFLT, its creditors and its property; 
 (v)
and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Secured Noteholders to make payments to the AFLT Indenture Trustee for application in accordance with the
priorities set forth in the AFLT Transaction Documents, and, if the AFLT Indenture Trustee shall consent to the making of payments directly to such Secured Noteholders, to pay to the AFLT Indenture Trustee such amounts as shall be sufficient to
cover reasonable compensation to the AFLT Indenture Trustee, each predecessor AFLT Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the AFLT Indenture
Trustee and each predecessor AFLT Indenture Trustee except as a result of negligence, fraud or bad faith. 
 (e) Nothing herein contained
shall be deemed to authorize the AFLT Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Secured Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Secured Notes or
the rights of any Holder thereof or to authorize the AFLT Indenture Trustee to vote in respect of the claim of any Secured Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

 (f) All rights of action and of asserting claims under this AFLT Indenture, or under any of the Secured Notes may be enforced by AFLT
Indenture Trustee without the possession of any of the Secured Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the AFLT 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 AFLT Indenture Trustee, each predecessor AFLT Indenture Trustee and their respective agents and attorneys, shall
be for the benefit of the Secured Noteholders in accordance with the priorities set forth in the AFLT Transaction Documents. 
 (g) In any
Proceedings brought by the AFLT Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this AFLT Indenture to which the AFLT Indenture Trustee shall be a party), the AFLT Indenture Trustee shall be held to
represent all the Secured Noteholders, and it shall not be necessary to make any the Secured Noteholders a party to any such Proceedings. 

  
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 (h) With respect to any claims for payments of reimbursement for expenses, disbursement or
compensation of any Person made of AFLT pursuant to this Section 5.3, where more than one Person has made such a claim, AFLT shall not reimburse any Person other than the AFLT Indenture Trustee for such amounts if, prior to incurring
such expenses, the affected parties reasonably could have avoided such expense by coordinating their claims under this AFLT Indenture with the AFLT Indenture Trustee. 

SECTION 5.4 Remedies; Priorities. 

(a) If an Event of Default shall have occurred and be continuing and the Secured Notes have been accelerated under Section 5.2(a),
the AFLT Indenture Trustee may do one or more of the following (subject to Sections 5.3 and 5.5): 
 (i) institute
Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on such Secured Notes, under this AFLT Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce
any judgment obtained, and collect from the AFL Trust Estate and any other obligor upon such Secured Notes monies adjudged due; 
 (ii)
institute Proceedings from time to time for the complete or partial foreclosure of this AFLT Indenture with respect to the AFLT Collateral and of the VAULT Security Agreement with respect to the VAULT Pledged Collateral; 

(iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and
remedies of the AFLT Indenture Trustee and the Secured Noteholders; and 
 (iv) sell the AFL Trust Estate, or any portion thereof or rights
or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have AFLT maintain possession of the AFL Trust Estate, including the Lease Assets, and continue to apply collections on such
Lease Assets as if there had been no declaration of acceleration; provided, however, that the AFLT Indenture Trustee may not sell or otherwise liquidate the AFL Trust Estate following an Event of Default and acceleration of the Secured Notes, except
as is set forth in Section 3.20, unless (i)(A) the Holders of all of the aggregate Outstanding Amount of the Secured Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Holders of the Secured
Notes are sufficient to discharge in full the principal of and the accrued interest on the Secured Notes as of the date of such sale or liquidation and to pay any CARAT Collection Account Shortfall Amount existing on such date (calculated as if such
date were a Distribution Date) or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of
principal on the Secured Notes, (y) the AFLT Indenture Trustee determines that the AFL Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Secured Notes as and when they would have
become due if the Secured Notes had not been declared due and payable and (z) the AFLT Indenture Trustee obtains the consent of the Holders of all of the aggregate Outstanding Amount of the Secured Notes, and (ii) ten (10) days’
prior written notice of sale or liquidation has been given to the Rating Agencies (if any Rated Notes are outstanding) by AFLT; provided, however, that 

  
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AFLT shall have received such notice from the AFLT Indenture Trustee at least two (2) Business Days prior thereto. In determining such sufficiency or insufficiency with respect to clauses
(B) and (C), the AFLT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of
the AFL Trust Estate for such purpose; 
 provided, however, prior to the exercise of the right to sell all or any portion of the AFL Trust
Estate as provided herein, the AFLT Indenture Trustee shall provide a notice in writing to AFLT (with a copy to the Seller) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the AFL Trust Estate
(the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the AFL Trust Estate, the portion of the AFL Trust Estate to be sold. The AFLT Indenture Trustee shall not consummate any sale until at
least seven (7) Business Days after the Event of Default Sale Notice has been given to AFLT (with a copy to the Seller) (the “Authorization Date”) unless the Seller has elected to repurchase the AFL Trust Estate prior to the
Authorization Date. The AFLT Indenture Trustee shall have the right to utilize an agent for the purpose of soliciting such bids and conducting such sales, which agent shall be at the expense of the AFL Trust Estate, in accordance with
Section 6.7(a). 
 (b) If the AFLT Indenture Trustee collects any money or property pursuant to this Article V, it shall
pay out the money or property in the following order: 
 FIRST: to the AFLT Indenture Trustee for amounts due under Section 6.7
and then to the AFLT Owner Trustee for amounts due to the AFLT Owner Trustee (not including amounts due for payments to the AFLT Certificateholder) under Section 6.9 of the Declaration of Trust; and 

SECOND: to the AFLT Collection Account for distribution in the following priority: (i) payment in full of the accrued and unpaid interest
on the Secured Notes; (ii) payment in full of unpaid principal balance of the Secured Notes; (iii) to the CARAT Collection Account towards payment in full of any CARAT Collection Account Shortfall Amount and (iv) the remainder shall
be distributed in accordance with the instructions of the AFLT Certificateholder. 
 SECTION 5.5 Optional Preservation of the Lease
Assets. If the Secured Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with
Section 5.2(b), the AFLT Indenture Trustee may, but need not, elect to take and maintain possession of the AFL Trust Estate. It is the desire of the parties hereto and the Secured Noteholders that there be at all times sufficient funds
for the payment of principal of and interest on the Secured Notes, and the AFLT Indenture Trustee shall take such desire into account when determining whether or not to take and maintain possession of the AFL Trust Estate. In determining whether to
take and maintain possession of the AFL Trust Estate, the AFLT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the AFL Trust Estate for such purpose. 

  
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 SECTION 5.6 Limitation of Suits. No Holder of any Secured Note shall have any right to
institute any Proceeding with respect to this AFLT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 

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

(b) the Holders of not less than 25% of the Outstanding Amount of the Secured Notes have made written request to the AFLT Indenture Trustee to
institute such Proceeding in respect of such Event of Default in its own name as AFLT Indenture Trustee hereunder; 
 (c) such Holder or
Holders have offered to the AFLT Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; 

(d) the AFLT Indenture Trustee for sixty (60) days after the earlier of (x) its receipt of such notice under
Section 5.6(a) above, request under Section 5.6(b) above and offer of indemnity under Section 5.6(c) above and (y) any similar notice, request and offer of indemnity to the CARAT Indenture Trustee under
Section 5.6 of the CARAT Indenture, has failed to institute such Proceedings; and 
 (e) no direction inconsistent with such
written request has been given to the AFLT Indenture Trustee during such sixty (60) day period by the Holders of a majority of the Outstanding Amount of the Secured Notes; 

it being understood and intended that no one or more Holders of the Secured Notes shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this AFLT Indenture to affect, disturb or prejudice the rights of any other Holders of the Secured Notes or to obtain or to seek to obtain priority or preference over any other Holders of the Secured Notes or to enforce any right
under this AFLT Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Secured Note held by such Secured Noteholder)
and common benefit of all Holders of the Secured Notes. For the protection and enforcement of the provisions of this Section 5.6, each and every Secured Noteholder shall be entitled to such relief as can be given either at law or in
equity. 
 If the AFLT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders
of the Secured Notes, each representing less than a majority of the Outstanding Amount of the Secured Notes, the AFLT Indenture Trustee shall take the action requested by the group representing the higher percentage of the Outstanding Amount of the
Secured Notes, notwithstanding any other provisions of this AFLT Indenture. 
 SECTION 5.7 Unconditional Rights of the Secured
Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this AFLT Indenture, the Holder of any Secured Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and
interest on such Secured Note on or after the respective due dates thereof expressed in such Secured Note or in this AFLT Indenture (or in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. 

  
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 SECTION 5.8 Restoration of Rights and Remedies. If the AFLT Indenture Trustee or any
Secured Noteholder has instituted any Proceeding to enforce any right or remedy under this AFLT Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the AFLT Indenture Trustee or to such
Secured Noteholder, then and in every such case AFLT, the AFLT Indenture Trustee and the Secured Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter
all rights and remedies of the AFLT Indenture Trustee and the Secured 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 AFLT Indenture Trustee or to
the Secured 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 AFLT Indenture Trustee or any Holder of any Secured 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 AFLT Indenture Trustee or to the Secured Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the AFLT Indenture Trustee or by the Secured Noteholders, as the case may be. 

SECTION 5.11 Control by the Secured Noteholders. The Holders of a majority of the Outstanding Amount of the Secured Notes shall,
subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the AFLT Indenture Trustee, have the right to direct the time, method and place of conducting any Proceeding for any remedy
available to the AFLT Indenture Trustee with respect to the Secured Notes or exercising any trust or power conferred on the AFLT Indenture Trustee; provided, however, that: 

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

(b) subject to the express terms of Section 5.4, any direction to the AFLT Indenture Trustee to sell or liquidate the AFL Trust
Estate shall be by the Holders of Secured Notes representing not less than 100% of the Outstanding Amount of the Secured Notes; 
 (c) if
the conditions set forth in Section 5.5 have been satisfied and the AFLT Indenture Trustee elects to retain the AFL Trust Estate pursuant to Section 5.5, then any direction to the AFLT Indenture Trustee by Holders of Secured
Notes representing less than 100% of the Outstanding Amount of the Secured Notes to sell or liquidate the AFL Trust Estate shall be of no force and effect; and 

  
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 (d) the AFLT Indenture Trustee may take any other action deemed proper by the AFLT Indenture
Trustee that is not inconsistent with such direction; 
 provided, however, that, subject to Section 6.1, the AFLT Indenture Trustee need not
take any action that it determines might cause it to incur any liability with respect to which the AFLT Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it or might
materially adversely affect the rights of the Secured Noteholders not consenting to such action. 
 SECTION 5.12 Waiver of Past
Defaults. 
 (a) Prior to the declaration of the acceleration of the maturity of the Secured Notes as provided in
Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the Secured Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of
principal of or interest on any of the Secured Notes or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each such Secured Note. In the case of any such waiver, AFLT, the
AFLT Indenture Trustee and the Secured Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent
thereto. 
 (b) Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have
occurred (and any Event of Default arising from any such Default shall be deemed to have been cured and not to have occurred) for every purpose of this AFLT Indenture; but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereto. 
 SECTION 5.13 Undertaking for Costs. All parties to this AFLT Indenture agree, and
each Holder of any Secured Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this AFLT Indenture, or in any
Proceeding against the AFLT Indenture Trustee for any action taken, suffered or omitted by it as AFLT Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such Proceeding, 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 5.13, shall not apply to: 
 (a) any Proceeding instituted by the AFLT Indenture
Trustee; 
 (b) any Proceeding instituted by any Secured Noteholder or group of Secured Noteholders holding in the aggregate more than 10%
of the Outstanding Amount of the Secured Notes; or 

  
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 (c) any Proceeding instituted by any Secured Noteholder for the enforcement of the payment of
principal of or interest on any Secured Note on or after the respective due dates expressed in such Secured Note and in this AFLT Indenture (or, in the case of redemption, on or after the Redemption Date). 

SECTION 5.14 Waiver of Stay or Extension Laws. AFLT covenants (to the extent that it may lawfully do so) that it shall not at any time
insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this AFLT Indenture.
AFLT (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the AFLT Indenture Trustee, but
shall suffer and permit the execution of every such power as though no such law had been enacted. 
 SECTION 5.15 Action on Secured
Notes. The AFLT Indenture Trustee’s right to seek and recover judgment on the Secured Notes or under this AFLT Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this AFLT
Indenture. Neither the Lien of this AFLT Indenture in the AFLT Collateral or the Lien of the VAULT Security Agreement in the VAULT Pledged Collateral nor any rights or remedies of the AFLT Indenture Trustee or the Secured Noteholders shall be
impaired by the recovery of any judgment by the AFLT Indenture Trustee against AFLT or by the levy of any execution under such judgment upon any portion of the AFL Trust Estate or upon any of the assets of AFLT. Any money or property collected by
the AFLT Indenture Trustee shall be applied in accordance with Section 5.4(b). 
 SECTION 5.16 Performance and Enforcement of
Certain Obligations. 
 (a) Promptly following a request from the AFLT Indenture Trustee to do so and at the Servicer’s expense,
AFLT agrees to take all such lawful action as the AFLT Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer of their respective obligations to AFLT under or in connection with the AFLT
Transaction Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to AFLT under or in connection with the AFLT Transaction Documents to the extent and in the manner
directed by the AFLT Indenture Trustee, including the transmission of notices of default on the part of the Seller or the Servicer 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 AFLT Transaction Documents. 
 (b) If an Event of Default has occurred and
is continuing, the AFLT Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Secured Notes shall,
exercise all rights, remedies, powers, privileges and claims of AFLT against the Seller or the Servicer under or in connection with the AFLT Transaction Documents, including the right or power to take any action to compel or secure performance or
observance by the Seller or the Servicer of each of their obligations to AFLT thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the AFLT Transaction Documents, and any right of AFLT to take such
action shall be suspended. 

  
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 ARTICLE VI 

THE AFLT INDENTURE TRUSTEE 

SECTION 6.1 Duties of AFLT Indenture Trustee. 

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

(b) Except during the continuance of an Event of Default, the AFLT Indenture Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this AFLT Indenture and the Servicing Agreement and no implied covenants or obligations shall be read into this AFLT Indenture or the Servicing Agreement against the AFLT Indenture Trustee. 

(c) In the absence of bad faith on its part, the AFLT 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 AFLT Indenture Trustee and conforming to the requirements of this AFLT Indenture; provided, however, that the AFLT Indenture Trustee shall
examine the certificates and opinions to determine whether or not they conform to the requirements of this AFLT Indenture. 
 (d) The AFLT
Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith, except that: 

(i) this Section 6.1(d) does not limit the effect of Section 6.1(b); 

(ii) the AFLT Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved
that the AFLT Indenture Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the AFLT Indenture Trustee shall not be
liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to any provision of this AFLT Indenture or any other AFLT Transaction Document. 

(e) The AFLT Indenture Trustee shall not be liable for interest on any money received by it except as the AFLT Indenture Trustee may agree in
writing with AFLT. 
 (f) Money held in trust by the AFLT Indenture Trustee need not be segregated from other funds except to the extent
required by law or the terms of this AFLT Indenture, the Servicing Agreement or the other AFLT Transaction Documents. 
 (g) No provision of
this AFLT Indenture or any other AFLT Transaction Document shall require the AFLT Indenture Trustee to expend or risk its own funds or otherwise 

  
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 incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 

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

SECTION 6.2 Rights of AFLT Indenture Trustee. 

(a) The AFLT 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 AFLT Indenture Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the AFLT Indenture
Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The AFLT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s
Certificate or Opinion of Counsel. 
 (c) The AFLT 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 AFLT Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney,
custodian or nominee appointed with due care by it hereunder. 
 (d) The AFLT 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 AFLT Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. 

(e) The AFLT Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this
AFLT Indenture and the Secured Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel. 
 (f) The AFLT Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this AFLT
Indenture at the request or direction of any of the Holders pursuant to this AFLT Indenture, unless such Holders shall have offered to the AFLT Indenture Trustee security or indemnity satisfactory to the AFLT Indenture Trustee against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction. 

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

(i) The rights, privileges, protections, immunities and benefits given to the AFLT Indenture Trustee, including its right to be indemnified,
are extended to, and shall be enforceable by, the AFLT Indenture Trustee in each of its capacities hereunder. 
 SECTION 6.3 AFLT
Indenture Trustee May Own Secured Notes. The AFLT Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Secured Notes and the Secured Notes of any other Series and may otherwise deal with AFLT, the Servicer
or any of their respective Affiliates with the same rights it would have if it were not AFLT Indenture Trustee; provided, however, that the AFLT Indenture Trustee shall comply with Sections 6.10 and 6.11. Any Paying Agent, Secured Note
Registrar, co-registrar or co-paying agent may do the same with like rights. 
 SECTION 6.4 AFLT Indenture Trustee’s Disclaimer.
The AFLT Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any AFLT Transaction Document, including this AFLT Indenture or the Secured Notes, it shall not be accountable for AFLT’s use
of the proceeds from the Secured Notes, and it shall not be responsible for any statement of AFLT in the AFLT Indenture or in any document issued in connection with the sale of any Secured Notes or in the Secured Notes other than the AFLT Indenture
Trustee’s certificate of authentication. 
 SECTION 6.5 Notice of Default. If a Default occurs and is continuing and if it is
known to a Responsible Officer of the AFLT Indenture Trustee, the AFLT Indenture Trustee shall mail to each Secured Noteholder notice of the Default within the later of (i) ninety (90) days after such Default occurs and (ii) ten
(10) Business Days after such Default becomes known to a Responsible Officer of the AFLT Indenture Trustee. Except in the case of a Default in payment of principal or of interest on any Secured Note, the AFLT 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 interest of the Secured Noteholders. 

  
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 SECTION 6.6 Reports by AFLT Indenture Trustee. 

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

(i) deliver to AFLT, CARI, the AFLT Owner Trustee, the Issuing Entity, the CARAT Owner Trustee and the Servicer a report of its assessment of
compliance with the Servicing Criteria set forth on Exhibit E, including disclosure of any material instance of non-compliance identified by the AFLT Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act and
Item 1122 of Regulation AB under the Securities Act; and 
 (ii) cause a firm of registered public accountants that is qualified and
independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to AFLT, CARI, the AFLT Owner Trustee, the CARAT Owner Trustee and the Servicer, an attestation report that satisfies the requirements of Rule 13a-18
or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with the Servicing Criteria set forth on Exhibit E with respect to the prior calendar year for inclusion in AFLT’s or the Issuing Entity’s 10-K
filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and 

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

(c) The reports referred to in Section 6.6(b) shall be delivered on or before March 15 of each year that a 10-K filing is
required to be filed by AFLT or the Issuing Entity, beginning March 15, 20    (or, if such date is not a Business Day, the next succeeding Business Day), unless AFLT or the Issuing Entity, as applicable, is not required to
file periodic reports under the Exchange Act or any other law, in which case such reports may be delivered on or before April 30 of each calendar year, beginning April 30, 20    . 

SECTION 6.7 Compensation; Indemnity. 

(a) AFLT shall cause the Servicer to pay to the AFLT Indenture Trustee from time to time such compensation for its services as is set forth in
the Servicing Agreement. The AFLT Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. AFLT shall cause the Servicer pursuant to the Servicing Agreement to reimburse the AFLT
Indenture Trustee for all reasonable out-of-pocket expenses incurred or 

  
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 made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall
include the reasonable compensation and expenses, disbursements and advances of the AFLT Indenture Trustee’s agents, external counsel, accountants and experts. AFLT shall cause the Servicer to indemnify the AFLT Indenture Trustee in accordance
with the Servicing Agreement. 
 (b) AFLT’s obligations to the AFLT Indenture Trustee pursuant to Section 6.7(a) shall
survive the discharge of this AFLT Indenture. When the AFLT Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f), 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. 
 SECTION 6.8
Replacement of AFLT Indenture Trustee. 
 (a) The AFLT Indenture Trustee may at any time give notice of its intent to resign by so
notifying AFLT and the Secured Noteholders; provided, however, that no such resignation shall become effective and the AFLT Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a
majority of the Outstanding Amount of the Secured Notes may remove the AFLT Indenture Trustee by so notifying the AFLT Indenture Trustee and may appoint a successor AFLT Indenture Trustee. Such resignation or removal shall become effective in
accordance with Section 6.8(c). AFLT shall remove the AFLT Indenture Trustee if: 
 (i) the AFLT Indenture Trustee fails to
comply with Section 6.11; 
 (ii) the AFLT Indenture Trustee is adjudged bankrupt or insolvent; 

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

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

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

(c) A successor AFLT Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring AFLT Indenture
Trustee and to AFLT. Thereupon the resignation or removal of the retiring AFLT Indenture Trustee shall become effective, and the successor AFLT Indenture Trustee shall have all the rights, powers and duties of the AFLT Indenture Trustee under this
AFLT Indenture. The successor AFLT Indenture Trustee shall mail a notice of its succession to the Secured Noteholders. The retiring AFLT Indenture Trustee shall promptly transfer all property held by it as AFLT Indenture Trustee to the successor
AFLT Indenture Trustee. 

  
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 (d) If a successor AFLT Indenture Trustee does not take office within sixty (60) days after
the retiring AFLT Indenture Trustee gives notice of its intent to resign or is removed, the retiring AFLT Indenture Trustee, AFLT or the Holders of a majority of the Outstanding Amount of the Secured Notes may petition any court of competent
jurisdiction for the appointment and designation of a successor AFLT Indenture Trustee. 
 (e) If the AFLT Indenture Trustee fails to comply
with Section 6.11, any Secured Noteholder may petition any court of competent jurisdiction for the removal of the AFLT Indenture Trustee and the appointment of a successor AFLT Indenture Trustee. 

(f) Notwithstanding the replacement of the AFLT Indenture Trustee pursuant to this Section 6.8, AFLT’s obligations under
Section 6.7 and the Servicer’s corresponding obligations under the Servicing Agreement shall continue for the benefit of the retiring AFLT Indenture Trustee. 

SECTION 6.9 Merger or Consolidation of AFLT Indenture Trustee. 

(a) Any corporation into which the AFLT Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the AFLT Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the AFLT Indenture Trustee, shall be the successor of the AFLT Indenture Trustee under this AFLT
Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the parties to this AFLT
Indenture, anything in this AFLT Indenture to the contrary notwithstanding. 
 (b) If at the time such successor or successors by merger or
consolidation to the AFLT Indenture Trustee shall succeed to the trusts created by this AFLT Indenture, any of the Secured Notes shall have been authenticated but not delivered, any such successor to the AFLT Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Secured Notes so authenticated; and in case at that time any of the Secured Notes shall not have been authenticated, any successor to the AFLT Indenture Trustee may
authenticate such Secured Notes either in the name of any predecessor hereunder or in the name of the successor to the AFLT Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided
anywhere in the Secured Notes or herein with respect to the certificate of authentication of the AFLT Indenture Trustee. 
 SECTION 6.10
Appointment of Co-AFLT Indenture Trustee or Separate AFLT Indenture Trustee. 
 (a) Notwithstanding any other provisions of this AFLT
Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the AFL Trust Estate may at the time be located, the AFLT Indenture Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the AFLT Indenture Trustee, or separate indenture trustees, of all or any part of the AFL Trust Estate and to vest in such Person or Persons, in such
capacity and for the benefit of the Secured Noteholders, such title to the AFL Trust Estate, or any part hereof, 

  
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and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the AFLT Indenture Trustee may consider necessary or desirable. No
co-indenture trustee or separate indenture trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Secured Noteholders of the appointment of any co-indenture trustee
or separate indenture trustee shall be required under Section 6.8. 
 (b) Every separate indenture trustee and co-indenture
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 AFLT Indenture Trustee shall be conferred or imposed upon and exercised or performed by the AFLT Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that
such separate indenture trustee or co-indenture trustee is not authorized to act separately without the AFLT 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 AFLT 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 AFL Trust Estate or any portion thereof in
any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the AFLT Indenture Trustee; 

(ii) no co-indenture trustee or separate indenture trustee hereunder shall be personally liable by reason of any act or omission of any other
co-indenture trustee or separate indenture trustee hereunder; and 
 (iii) the AFLT Indenture Trustee may at any time accept the
resignation of or remove any separate indenture trustee or co-indenture trustee. 
 (c) Any notice, request or other writing given to the
AFLT Indenture Trustee shall be deemed to have been given to each of the then separate indenture trustees and co-indenture trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this AFLT Indenture and the conditions of this Article VI. Each separate indenture trustee and co-indenture 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 AFLT Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this AFLT Indenture, specifically including every provision of this AFLT Indenture relating to the
conduct of, affecting the liability of, or affording protection to, the AFLT Indenture Trustee. Every such instrument shall be filed with the AFLT Indenture Trustee. 

(d) Any separate indenture trustee or co-indenture trustee may at any time appoint the AFLT Indenture Trustee as 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 AFLT Indenture on its behalf and in its name. If any separate indenture trustee or co-indenture 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 AFLT Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor co-indenture
trustee or successor indenture trustee. 

  
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 SECTION 6.11 Eligibility; Disqualification. The AFLT Indenture Trustee shall at all times
satisfy the requirements of TIA § 310(a). The AFLT Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by [RATING
AGENCY]), it shall have a long-term unsecured debt rating that falls within an investment grade category by [RATING AGENCY]. The AFLT Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from
the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of AFLT are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 

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

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

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

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

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

SECTION 6.14 AFLT Indenture Trustee May Enforce Claims Without Possession of Secured Notes. All rights of action and claims under this
AFLT Indenture or the Secured Notes may be prosecuted and enforced by the AFLT Indenture Trustee without the possession of any of the Secured Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by
the AFLT Indenture Trustee shall be brought in its own name as AFLT Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the AFLT Indenture
Trustee, its agents and counsel, be for the ratable benefit of the Secured Noteholders in respect of which such judgment has been obtained. 

SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and be continuing, the AFLT Indenture Trustee, in its discretion
may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the Secured Noteholders under this AFLT Indenture by a Proceeding whether for the specific performance of any covenant or
agreement contained in this AFLT Indenture or in aid of the execution of any power granted in this AFLT Indenture or for the enforcement of any other legal, equitable or other remedy as the AFLT Indenture Trustee, being advised by counsel, shall
deem necessary to protect and enforce any of the rights of the AFLT Indenture Trustee or the Secured Noteholders. 
 SECTION 6.16 Rights
of Secured Noteholders to Direct AFLT Indenture Trustee. The Holders of not less than a majority of the Outstanding Amount of the Secured Notes, shall have the right to direct the time, method and place of conducting any Proceeding for any
remedy available to the AFLT Indenture Trustee or exercising any trust or power conferred on the AFLT Indenture Trustee; provided, however, that subject to Section 6.1, the AFLT Indenture Trustee shall have the right to decline to follow
any such direction if the AFLT Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the AFLT Indenture Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed would be illegal or subject it to personal liability; and provided, further, that nothing in this AFLT Indenture shall impair the right of the AFLT Indenture Trustee to take any action deemed proper by the AFLT Indenture
Trustee and which is not inconsistent with such direction by the Secured Noteholders. 
 ARTICLE VII 

SECURED NOTEHOLDERS’ LISTS AND REPORTS 

SECTION 7.1 AFLT to Furnish AFLT Indenture Trustee Names and Addresses of Secured Noteholders. AFLT shall furnish or cause to be
furnished by the Servicer to the AFLT Indenture Trustee (a) not more than five (5) days before each Distribution Date, a list, in such form as the AFLT Indenture Trustee may reasonably require, of the names and addresses of the Holders of
Secured Notes as of the close of business on the related Record Date, and (b) at such other times as the AFLT Indenture Trustee may request in writing, within fourteen (14) days after receipt by AFLT of any such request, a list of similar
form and content as of a date not 

  
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more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the AFLT Indenture Trustee is the Secured Note Registrar, no such list
shall be required to be furnished. 
 SECTION 7.2 Preservation of Information, Communications to Secured Noteholders. 

(a) The AFLT Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of
Secured Notes contained in the most recent list furnished to the AFLT Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Secured Notes received by the AFLT Indenture Trustee in its capacity as Secured
Note Registrar. The AFLT Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. 

(b) The Secured Noteholders may communicate pursuant to TIA § 312(b) with other Secured Noteholders with respect to their rights under
this AFLT Indenture or under the Secured Notes. 
 (c) AFLT, the AFLT Indenture Trustee and the Secured Note Registrar shall have the
protection of TIA § 312(c). 
 SECTION 7.3 Reports by AFLT. 

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

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

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

  
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 SECTION 7.4 Reports by AFLT Indenture Trustee. 

(a) If required by TIA § 313(a), within sixty (60) days after each
[                    ] 15, beginning with
[                    ] 15, 20    , the AFLT Indenture Trustee shall mail to each Secured Noteholder as required by TIA §
313(c) a brief report dated as of such date that complies with TIA § 313(a). The AFLT Indenture Trustee also shall comply with TIA § 313(b). A copy of any report delivered pursuant to this Section 7.4 shall, at the time of its mailing
to Secured Noteholders, be filed by the AFLT Indenture Trustee with the Commission and each stock exchange, if any, on which the Secured Notes are listed. AFLT shall notify the AFLT Indenture Trustee if and when the Secured Notes are listed on any
stock exchange. 
 (b) On each Distribution Date, the AFLT Indenture Trustee shall include with each payment to each Secured Noteholder a
copy of the statement for the related Monthly Period or Periods applicable to such Distribution Date as required pursuant to Section 2.15 of the Servicing Agreement. 

ARTICLE VIII 
 ACCOUNTS,
DISBURSEMENTS AND RELEASES 
 SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the AFLT 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 AFLT Indenture Trustee
pursuant to this AFLT Indenture and the Servicing Agreement. The AFLT Indenture Trustee shall apply all such money received by it with respect to the AFL Trust Estate as provided in this AFLT Indenture, the Servicing Agreement and any other AFLT
Transaction Document to which it is a party. Except as otherwise expressly provided in this AFLT Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the AFL Trust Estate, the
AFLT Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Event
of Default under this AFLT Indenture and any right to proceed thereafter as provided in Article V. 
 SECTION 8.2 AFLT
Designated Accounts; Allocations; Payments. 
 (a) On or prior to the Closing Date, AFLT shall cause the Servicer to establish and
maintain, in the name of the AFLT Indenture Trustee, for the benefit of the Secured Noteholders, the Designated Accounts in accordance with the Servicing Agreement. 

(b) On or before each Distribution Date, (i) amounts shall be deposited in the AFLT Collection Account as provided in
Section 3.03(a) and (b) of the Servicing Agreement and (ii) the Aggregate Secured Note Interest Distributable Amount for such Distribution Date, the Secured Note Principal Distributable Amount for such Distribution Date
and all other amounts payable on such Distribution Date pursuant to Section 3.03(c) of the Servicing Agreement, shall be transferred from the AFLT Collection Account to the Secured Noteholders and the CARAT Collection Account, as
applicable, as and to the extent provided in Section 3.03(c) of the Servicing Agreement. 

  
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 SECTION 8.3 General Provisions Regarding AFLT Designated Accounts. 

(a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the AFLT Designated
Accounts shall be invested in Eligible Investments and reinvested by the AFLT Indenture Trustee upon an AFLT Order, subject to the provisions of the Servicing Agreement. AFLT shall not direct the AFLT Indenture Trustee to make any investment of any
funds or to sell any investment held in any of the AFLT Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any
further action by any Person, and, in connection with any direction to the AFLT Indenture Trustee to make any such investment or sale, if requested by the AFLT Indenture Trustee, AFLT shall deliver to the AFLT Indenture Trustee an Opinion of Counsel
acceptable to the AFLT Indenture Trustee, to such effect. 
 (b) Subject to Section 6.1(d), the AFLT Indenture Trustee shall not
in any way be held liable by reason of any insufficiency in any of the AFLT Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the AFLT Indenture Trustee’s failure to make
payments on such Eligible Investments issued by the AFLT Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. 

If (i) AFLT shall have failed to give written investment directions for any funds on deposit in the AFLT Designated Accounts to the AFLT Indenture
Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by AFLT and the AFLT Indenture Trustee) on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Secured
Notes but the Secured Notes shall not have been declared due and payable pursuant to Section 5.2, or (iii) if the Secured Notes shall have been declared due and payable following an Event of Default, but amounts collected or
receivable from the AFL Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration, then the AFLT Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the
AFLT Designated Accounts in [                            ]. 

SECTION 8.4 Release of the AFL Trust Estate. 

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the AFLT Indenture Trustee may, and when required by
the provisions of this AFLT Indenture shall, execute instruments to release property from the Lien of this AFLT Indenture, or convey the AFLT Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with
the provisions of this AFLT Indenture. No party relying upon an instrument executed by the AFLT Indenture Trustee as provided in this Article VIII, shall be bound to ascertain the AFLT Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any monies. 
 (b) The AFLT Indenture Trustee shall, at such time as
there are no Secured Notes Outstanding and all sums due to the AFLT Indenture Trustee pursuant to Section 6.7 and any CARAT Collection Account Shortfall Amounts pursuant to Section 3.03(c) of the Servicing Agreement have been
paid, notify AFLT thereof in writing and upon receipt of an AFLT Request, release any remaining portion of the AFL Trust Estate that secured the Secured Notes from the Lien of this AFLT Indenture and release to AFLT or any other Person entitled
thereto 

  
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any funds then on deposit in the AFLT Designated Accounts. The AFLT Indenture Trustee shall release property from the Lien of this AFLT Indenture pursuant to this Section 8.4(b) only
upon receipt by it of an AFLT Request, an Officer’s Certificate and an Opinion of Counsel and (if required by the TIA) Independent Certificate in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of
Section 11.1. 
 SECTION 8.5 Opinion of Counsel. The AFLT Indenture Trustee shall receive at least seven
(7) days’ notice when requested by AFLT to take any action pursuant to Section 8.4, accompanied by copies of any instruments involved, and the AFLT Indenture Trustee shall also require as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the AFLT Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action
have been complied with and such action shall not materially and adversely impair the security for the Secured Notes or the rights of the Secured Noteholders in contravention of the provisions of this AFLT Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair value of the AFL 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 AFLT Indenture Trustee pursuant to the provisions of this AFLT Indenture in connection with any such action. 

ARTICLE IX 
 SUPPLEMENTAL
INDENTURES 
 SECTION 9.1 Supplemental Indentures Without Consent of Secured Noteholders. 

(a) Without the consent of the Holders of any Secured Notes but with prior notice to the Rating Agencies (if any Rated Notes are outstanding),
AFLT and the AFLT Indenture Trustee, when authorized by an AFLT Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the
date of the execution thereof), in form satisfactory to the AFLT Indenture Trustee, for any of the following purposes: 
 (i) to correct or
amplify the description of any property at any time subject to the Lien of this AFLT Indenture, or better to assure, convey and confirm unto the AFLT Indenture Trustee any property subject or required to be subjected to the Lien of this AFLT
Indenture, or to subject additional property to the Lien of this AFLT Indenture; 
 (ii) to evidence the succession, in compliance with
Section 3.11 and the applicable provisions hereof, of another Person to AFLT, and the assumption by any such successor of the covenants of AFLT contained herein and in the Secured Notes; 

(iii) to add to the covenants of AFLT for the benefit of the Secured Noteholders or to surrender any right or power herein conferred upon
AFLT; 
 (iv) to convey, transfer, assign, mortgage or pledge any property to or with the AFLT Indenture Trustee; 

  
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 (v) to cure any ambiguity or to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or in any AFLT Transaction Document; 

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

(b) AFLT and the AFLT Indenture Trustee, when authorized by an AFLT Order, may, also without the consent of any of the Secured Noteholders but
with prior notice to the Rating Agencies (if any Rated Notes are outstanding), at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or
eliminating any of the provisions of, this AFLT Indenture or modifying in any manner the rights of the Secured Noteholders under this AFLT Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Secured Noteholder unless such Secured Noteholders’ consent is obtained. 
 SECTION
9.2 Supplemental Indentures with Consent of Secured Noteholders. 
 (a) AFLT and the AFLT Indenture Trustee, when authorized by an
AFLT Order, also may, with prior notice to the Rating Agencies (if any Rated Notes are outstanding) and with the written consent of the Holders of not less than a majority of the Outstanding Amount of Secured Notes, by Act of such Holders delivered
to AFLT and the AFLT Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this AFLT Indenture or modifying in any
manner the rights of the Secured Noteholders under this AFLT Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Secured Note affected thereby: 

(i) change the due date of any instalment of principal of or interest on any Secured Note, or reduce the principal amount thereof, the
interest rate applicable thereto, change any place of payment where, or the coin or currency in which, any Secured Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this AFLT
Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Secured Notes on or after the respective due dates thereof; 

  
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 (ii) reduce the percentage of the Outstanding Amount of the Secured Notes, the consent of the
Holders of which is required for any such supplemental indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this AFLT Indenture or certain defaults hereunder and their consequences as
provided for in this AFLT Indenture; 
 (iii) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”; 
 (iv) reduce the percentage of the Outstanding Amount of the Secured Notes required to direct the AFLT Indenture
Trustee to sell or liquidate the AFL Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding Secured Notes; 

(v) modify any provision of this Section 9.2 to decrease the required minimum percentage of the Outstanding Amount of the Secured
Notes necessary to approve any amendments to any provisions of this AFLT Indenture or any of the AFLT Transaction Documents; 
 (vi) modify
any of the provisions of this AFLT Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Secured Notes on any Distribution Date (including the calculation of any of the individual
components of such calculation), or modify or alter the provisions of this AFLT Indenture regarding the voting of Secured Notes held by AFLT, the Seller or any Affiliate of either of them; or 

(vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this AFLT Indenture with respect to any part of the
AFLT Collateral or of the VAULT Security Agreement with respect to any part of the VAULT Pledged Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this AFLT Indenture on any property at any time subject
hereto or deprive the Holder of any Secured Note of the security afforded by the Lien of this AFLT Indenture. 
 (b) The AFLT Indenture
Trustee may in its discretion determine whether or not any Secured Notes would be affected (such that the consent of each Secured Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any
such determination shall be conclusive and binding upon the Holders of all Secured Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The AFLT Indenture Trustee
shall not be liable for any such determination made in good faith. 
 (c) It shall be sufficient if an Act of Secured Noteholders approves
the substance, but not the form, of any proposed supplemental indenture. 
 (d) Promptly after the execution by AFLT and the AFLT Indenture
Trustee of any supplemental indenture pursuant to this Section 9.2, the AFLT Indenture Trustee shall mail to the Secured Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the AFLT 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. 

  
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 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 AFLT Indenture, the AFLT 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 Article IX. The AFLT Indenture Trustee may,
but shall not be obligated to, enter into any such supplemental indenture that affects the AFLT Indenture Trustee’s own rights, duties, liabilities or immunities under this AFLT Indenture or otherwise. 

SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this
AFLT Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Secured Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this
AFLT Indenture of the AFLT Indenture Trustee, AFLT and the Secured 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 AFLT Indenture for any and all purposes. 

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

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

REDEMPTION OF SECURED NOTES 

SECTION 10.1 Redemption. The Secured Notes are subject to redemption in whole, but not in part, upon the exercise by the Servicer of
its option to purchase the Lease Assets pursuant to Section 7.01 of the Servicing Agreement. The date on which such redemption shall occur is the Optional Purchase Date identified by the Servicer in its notice of exercise of such
purchase option (the “Redemption Date”). The purchase price for the Secured Notes shall be equal to the applicable Redemption Price. The Servicer shall furnish the AFLT Indenture Trustee and the Secured Noteholders notice of such
optional repurchase pursuant to Section 7.01 of the Servicing Agreement and of the redemption of the Secured Notes, which notice shall identify the place where the Secured Notes are to be surrendered for payment of the Redemption


  
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Price. The AFLT Indenture Trustee (based on such notice) shall withdraw from the AFLT Collection Account and pay to the Secured Noteholders on the Redemption Date, the aggregate Redemption Price
of the Secured Notes. 
 SECTION 10.2 Secured Notes Payable on Redemption Date. The Secured Notes shall, following notice of
redemption as required by Section 7.01 of the Servicing Agreement, on the Redemption Date cease to be Outstanding for purposes of this AFLT Indenture and shall thereafter represent only the right to receive the applicable Redemption
Price and (unless AFLT shall default in the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price.

 ARTICLE XI 

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

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

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

(b) (i) Prior to the deposit with the AFLT Indenture Trustee of any AFL Trust Estate or other property or securities that is to be made the
basis for the release of any property or securities subject to the Lien of this AFLT Indenture, AFLT shall, in addition to any 

  
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obligation imposed in Section 11.1(a) or elsewhere in this AFLT Indenture, furnish to the AFLT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
each Person signing such certificate as to the fair value (within ninety (90) days of such deposit) to AFLT of the AFL Trust Estate or other property or securities to be so deposited. 

(ii) Whenever AFLT is required to furnish to the AFLT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (b)(i) above, AFLT shall also deliver to the AFLT Indenture Trustee an Independent Certificate as to the same matters, if the fair value to AFLT of the AFL Trust Estate and other
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 AFLT, as set forth in the certificates delivered pursuant to
clause (b)(i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the Secured Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to AFLT as
set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Secured Notes. 

(iii) Other than with respect to the release of any Administrative Lease Assets, Warranty Lease Assets, Liquidating Lease Asset or the sale
or other disposition of any related Leased Vehicle in accordance with the Servicing Agreement, whenever any property or securities are to be released from the Lien of this AFLT Indenture, AFLT shall also furnish to the AFLT Indenture Trustee an
Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (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 AFLT Indenture in contravention of the provisions hereof. 

(iv) Whenever AFLT is required to furnish to the AFLT Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signatory thereof as to the matters described in clause (b)(iii) above, AFLT shall also furnish to the AFLT 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 Administrative Lease Assets, Warranty Lease Assets, Liquidating Lease Asset or the sale of any other Leased Vehicle in accordance with the Servicing Agreement, or securities released from the Lien of this AFLT Indenture
since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the Secured Notes, but such
certificate need not be furnished with respect to any release of securities or other property proposed to be released if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of
the Outstanding Amount of the Secured Notes. 
 (v) Notwithstanding Section 2.10 or any other provision of this
Section 11.1, AFLT may (A) collect, liquidate, sell or otherwise dispose of Lease Assets proceeds of both as and to the extent permitted or required by the AFLT Transaction Documents, (B) make cash payments out of any AFLT
Designated Accounts as and to the extent permitted or required by the AFLT Transaction Documents and (C) take any other action not inconsistent with the TIA. 

  
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 SECTION 11.2 Form of Documents Delivered to AFLT Indenture Trustee. 

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

(b) Any certificate or opinion of an Authorized Officer of AFLT 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 certificate or opinion is based
are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller or
AFLT, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller or AFLT, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous. 
 (c) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other instruments under this AFLT Indenture, they may, but need not, be consolidated and form one instrument. 

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

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this AFLT Indenture to be given or taken
by Secured Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Secured Noteholders in person or by agents duly appointed in writing and shall be subject to Section 5.11;
and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the AFLT Indenture Trustee, and, where it is hereby expressly required, to AFLT. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Secured Noteholders, as applicable, signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this AFLT Indenture and (subject to Section 6.1) conclusive in favor of the AFLT Indenture Trustee and AFLT, if made in the manner provided in this
Section 11.3. 

  
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 (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 AFLT Indenture Trustee deems sufficient. 
 (c) The ownership of Secured Notes shall be proved by the Secured
Note Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Secured
Notes shall bind the Holder of every Secured 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 AFLT Indenture Trustee or AFLT in reliance thereon,
whether or not notation of such action is made upon such Secured Note. 
 SECTION 11.4 Notices, Etc., to AFLT Indenture Trustee and AFLT
Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Secured Noteholders or other documents provided or permitted by this AFLT Indenture to be made upon, given or furnished to or filed with: 

(a) the AFLT Indenture Trustee by any Secured Noteholder or by AFLT shall be made, given, furnished or filed in writing to or with the AFLT
Indenture Trustee at its Corporate Trust Office, or 
 (b) AFLT by the AFLT Indenture Trustee or by any Secured Noteholder shall be
sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested, or by overnight mail to AFLT and the
AFLT Owner Trustee each at the address specified in Part III of Appendix A to the Trust Sale and Administration Agreement. 
 AFLT shall
promptly transmit any notice received by it from the Secured Noteholders to the AFLT Indenture Trustee and the AFLT Indenture Trustee shall likewise promptly transmit any notice received by it from the Secured Noteholders to AFLT. 

(c) Notices required to be given to the Rating Agencies by AFLT, the AFLT Indenture Trustee or the AFLT Owner Trustee shall be delivered as
specified in Part III to Appendix A to the Trust Sale and Administration Agreement. 
 SECTION 11.5 Notices to Secured Noteholders;
Waiver. 
 (a) Where this AFLT Indenture provides for notice to the Secured Noteholders of any condition or event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each Secured Noteholder affected by such event, at such Person’s address as it appears on the Secured Note Register,
not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If notice to Secured Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to
any particular Secured Noteholder shall affect the sufficiency of such notice with respect to other Secured Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of
whether such notice is in fact actually received. 

  
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 (b) Where this AFLT 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 Secured Noteholders shall be filed with the AFLT Indenture Trustee but such filing
shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. 
 (c) In case, by reason of the
suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Secured Noteholders when such notice is required to be given pursuant to any provision of this AFLT
Indenture, then any manner of giving such notice as shall be satisfactory to the AFLT Indenture Trustee shall be deemed to be a sufficient giving of such notice. 

(d) Where this AFLT 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 an Event of Default. 
 SECTION 11.6 Conflict with Trust
Indenture Act. 
 (a) If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be
included in this AFLT Indenture by any of the provisions of the TIA, such required provision shall control. 
 (b) The provisions of the TIA
§§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this AFLT Indenture) are a part of and govern this AFLT Indenture, whether or not physically
contained herein. 
 SECTION 11.7 Alternate Payment and Notice Provisions. Notwithstanding any provision of this AFLT Indenture or
any of the Secured Notes to the contrary, AFLT may enter into any agreement with any Holder of a Secured Note providing for a method of payment, or notice by the AFLT Indenture Trustee or any Paying Agent to such Holder, that is different from the
methods provided for in this AFLT Indenture for such payments or notices. AFLT shall furnish to the AFLT Indenture Trustee a copy of each such agreement and the AFLT Indenture Trustee shall cause payments to be made and notices to be given in
accordance with such agreements at the expense of AFLT. 
 SECTION 11.8 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 11.9
Successors and Assigns. 
 (a) All covenants and agreements in this AFLT Indenture and the Secured Notes by AFLT shall bind its
successors and assigns, whether so expressed or not. 

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

SECTION 11.11 Benefits of AFLT Indenture. Nothing in this AFLT Indenture or in the Secured Notes, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, and to the extent expressly provided herein, the Secured Noteholders and any other Person with an ownership interest in any part of the AFL Trust Estate, any benefit or any legal
or equitable right, remedy or claim under this AFLT Indenture. 
 SECTION 11.12 Legal Holidays. If the date on which any payment is
due shall not be a Business Day, then (notwithstanding any other provision of the Secured Notes or this AFLT Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if
made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. 
 SECTION 11.13
GOVERNING LAW. THIS AFLT INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN
SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AFLT INDENTURE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

SECTION 11.14 Counterparts. This AFLT Indenture may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
 SECTION 11.15 Recording
of AFLT Indenture. If this AFLT Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by AFLT and at its expense accompanied by an Opinion of Counsel (which may be counsel to the AFLT
Indenture Trustee or any other counsel reasonably acceptable to the AFLT Indenture Trustee) to the effect that such recording is necessary either for the protection of the Secured Noteholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the AFLT Indenture Trustee under this AFLT Indenture. 
 SECTION 11.16 No Recourse.

 (a) Each Secured Noteholder agrees by acceptance of a Secured Note (or interest therein) that no recourse may be taken, directly or
indirectly, with respect to the obligations of AFLT, the AFLT Owner Trustee or the AFLT Indenture Trustee on the Secured Notes or under this AFLT Indenture or any certificate or other writing delivered in connection herewith or therewith, against:

 (i) the AFLT Indenture Trustee or the AFLT Owner Trustee in its individual capacity; 

  
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 (ii) any owner of a beneficial interest in AFLT; 

(iii) any partner, owner, beneficiary, agent, officer, director or employee of the AFLT Indenture Trustee or the AFLT Owner Trustee in its
individual capacity, any holder of a beneficial interest in AFLT, the AFLT Owner Trustee or the AFLT Indenture Trustee or of any successor or assign of the AFLT Indenture Trustee or the AFLT Owner Trustee in its individual capacity (or any of their
successors or assigns), except as any such Person may have expressly agreed (it being understood that the AFLT Indenture Trustee and the AFLT Owner Trustee have no such obligation 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. For all purposes of this AFLT
Indenture, in the performance of any duties or obligations of AFLT hereunder, the AFLT Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles IV, V and VI of the Declaration
of Trust; or 
 (iv) AFLT or any portion of the assets of AFLT other than with respect to the AFL Trust Estate. 

(b) Except as expressly provided in the AFLT Transaction Documents, neither the Seller, the Servicer, the AFLT Indenture Trustee nor the AFLT
Owner Trustee in their respective individual capacities, any owner of a beneficial interest in AFLT, nor any of their respective partners, owners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Secured Notes or this AFLT
Indenture. 
 SECTION 11.17 No Petition. Each of the AFLT Indenture Trustee by entering this AFLT Indenture and each Holder of a
Secured Note, by its acceptance thereof, hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all Secured Notes, it shall not institute against, or join any other Person in instituting
against, AFLT any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any State of the United States. This Section 11.17 shall survive the
termination of this AFLT Indenture. 
 SECTION 11.18 Inspection. AFLT agrees that, on reasonable prior notice, it shall permit any
representative of the AFLT Indenture Trustee, during AFLT’s normal business hours, to examine all the books of account, records, reports and other papers of AFLT, to make copies and extracts therefrom, to cause such books to be audited by
Independent certified public accountants, and to discuss AFLT’s affairs, finances and accounts with AFLT’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably
requested. The AFLT Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the AFLT Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. 

  
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 SECTION 11.19 Indemnification by and Reimbursement of the Servicer. The AFLT Indenture
Trustee acknowledges and agrees to reimburse (i) the Servicer and its directors, officers, employees and agents in accordance with the Servicing Agreement and (ii) the Seller and its directors, officers, employees and agents in accordance
with the Servicing Agreement. The AFLT Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the Servicer’s obligation to indemnify, defend and hold the AFLT Indenture Trustee harmless as set forth in
the Servicing Agreement for any Series. 
 SECTION 11.20 Series Liabilities. It is expressly understood and agreed by each Secured
Noteholder, by its acceptance of its Secured Note, that Series 20 -SN is a separate series of AFLT as provided in Section 3806(b)(2) of the Statutory Trust Act. As such, separate and distinct records shall be maintained for each Series
Portfolio and the Lease Assets associated with Series 20 -SN shall be held and accounted for separately from the other assets of AFLT or any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to each Series of Secured Notes, shall be enforceable against the related Series Portfolio of AFLT only, and not against the assets of AFLT generally or any other Series Portfolio. 

SECTION 11.21 Subordination. Each of AFLT, the Issuing Entity and each Holder of a Secured Note, by accepting its Secured Note,
acknowledges and agrees that such Secured Note represents indebtedness of AFLT and does not represent an interest in any other assets of AFLT allocated to any other Series Portfolio (including by virtue of any deficiency claim in respect of
obligations not paid or otherwise satisfied from the AFL Trust Estate and proceeds thereof). In furtherance of and not in derogation of the foregoing, to the extent AFLT enters into other securitization transactions, including in connection with the
issuance of other Series of Secured Notes, each of AFLT, the Issuing Entity and each Secured Noteholder, by accepting its Secured Note, acknowledges and agrees that it shall have no right, title or interest in or to any assets (or interests therein)
(other than the AFL Trust Estate) conveyed or purported to be conveyed or pledged by AFLT to another Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a Lien) (“Other
Assets”). To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this subsection, AFLT, the Issuing Entity or any Secured Noteholder either (a) asserts an interest or claim to, or
benefit from, Other Assets, whether asserted against or through the AFLT Indenture Trustee, the CARAT Indenture Trustee or any other Person, or (b) is deemed to have any such interest, claim 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 federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy
Code), and whether deemed asserted against or through the AFLT Indenture Trustee, the CARAT Indenture Trustee or any other Person, then each of AFLT, the Issuing Entity and each Secured Noteholder, by accepting its Secured Note, further acknowledges
and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of AFLT which, under the terms of the relevant documents
relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets 

  
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(whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including insolvency laws,
and whether asserted against the Secured Noteholder), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of
Section 510(a) of the Bankruptcy Code. Each of the Issuing Entity and each Secured Noteholder further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.21 and the terms of this
Section 11.21 may be enforced by an action for specific performance. The provisions of this Section 11.21 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this
AFLT Indenture. 
 SECTION 11.22 [Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations. In order to
comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the AFLT Indenture Trustee is required to obtain, verify and record certain information
relating to individuals and entities which maintain a business relationship with the AFLT Indenture Trustee. Accordingly, AFLT agrees to provide, and agrees to cause the Servicer to provide, to the AFLT Indenture Trustee upon its request from time
to time such identifying information and documentation as may be reasonably available to such party without undue expense in order to enable the AFLT Indenture Trustee to comply with applicable law.] 

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

			
	ALLY FINANCIAL LEASE TRUST
		
	By:	 	[                                     
                                         
                  ],
	not in its individual capacity but solely as AFLT Owner Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

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

	Name:	 	
	Title:	 	


  

			
	[Acknowledged and agreed, solely for purposes of the Junior Security Interest Paragraph and Section 11.21:
	
	[CAPITAL AUTO RECEIVABLES ASSET TRUST 20    SN  ],
		
	By:	 	[                                     
                                         
                  ],
		 	not in its individual capacity but solely as CARAT Owner Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 S-1 








 Exhibit A to the 

AFLT 20 -SN Indenture 

FORM OF AFLT 20 -SN SECURED NOTE 
  

					
		 	Date of Issuance:	 	  

		 	Initial Secured Note Principal Balance:	 	
$                  
                      

		 	Secured Note Rate:	 	
        % per annum       
     

		 	Aggregate Initial ABS Value of All Lease Assets:	 	  


 THIS SECURED NOTE NEITHER HAS BEEN NOR WILL BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. CONSEQUENTLY, THIS SECURED NOTE IS NOT TRANSFERABLE OTHER THAN PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SATISFACTION
OF CERTAIN OTHER PROVISIONS SPECIFIED HEREIN. THIS SECURED NOTE OR AN INTEREST IN THIS SECURED NOTE IS BEING SOLD IN A PRIVATE PLACEMENT PURSUANT TO SECTION 4(2) OF THE SECURITIES ACT ON THE DATE OF HEREOF. THEREAFTER, NO FURTHER SALE, PLEDGE OR
OTHER TRANSFER OF THIS SECURED NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER SUCH SALE, PLEDGE OR OTHER TRANSFER IS (I) TO AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”), THAT DELIVERS TO THE SERVICER AND THE AFLT INDENTURE TRUSTEE A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT B TO
THE AFLT INDENTURE OR OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO THE AFLT INDENTURE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT (A) IT IS ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS
(WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) THAT, IF SO REQUESTED BY THE SERVICER OR THE AFLT INDENTURE TRUSTEE, EXECUTES A CERTIFICATE IN THE FORM OF EXHIBIT B TO
THE AFLT INDENTURE AND (B) IT IS AWARE THAT THE TRANSFEROR OF THIS SECURED NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 501 UNDER THE SECURITIES ACT, (II) SO LONG AS THIS
SECURED NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT
DELIVERS TO THE SERVICER AND THE AFLT INDENTURE TRUSTEE A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT B TO THE AFLT INDENTURE OR OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO THE AFLT INDENTURE TRUSTEE AND THE SERVICER, TO THE EFFECT
THAT (A) IT IS ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) THAT, 

  
 Ex. A-1 








 
IF SO REQUESTED BY THE SERVICER OR THE AFLT INDENTURE TRUSTEE, EXECUTES A CERTIFICATE IN THE FORM OF EXHIBIT B TO THE AFLT INDENTURE AND (B) IT IS AWARE THAT THE TRANSFEROR OF THIS
SECURED NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144A, OR (III) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE
(A) THE AFLT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE AFLT INDENTURE TRUSTEE AND THE SERVICER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE
IN FORM AND SUBSTANCE SATISFACTORY TO THE AFLT INDENTURE TRUSTEE AND THE SERVICER, AND (B) THE AFLT INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE AFLT INDENTURE TRUSTEE) SATISFACTORY TO
THE SERVICER AND THE AFLT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NEITHER THE SERVICER NOR THE AFLT
INDENTURE TRUSTEE SHALL REGISTER THIS SECURED NOTE UNDER THE SECURITIES ACT, QUALIFY THIS SECURED NOTE UNDER THE SECURITIES LAWS OF ANY STATE OR PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER OR HOLDER HEREOF 

Ally Financial Lease Trust, a Delaware statutory trust (“AFLT”), for value received, hereby promises to pay on each Distribution
Date to [                    ], [not in its individual capacity but solely as CARAT Indenture Trustee], as pledgee of Capital Auto Receivables Asset
Trust 20[    ]-SN[    ], the sum of (x) the Secured Note Interest Distributable Amount due on such Secured Note on such Distribution Date, plus (y) the holder of this Secured Note’s
portion of the aggregate amount payable on such Distribution Date in respect of principal on the Secured Notes pursuant to Sections 2.5(b) and 3.1 of the AFLT Indenture (as defined below) pro rata based on the Secured Note Principal Balance of each
such Secured Note. The principal of this Secured Note shall be due and payable in full on the Final Maturity Date, unless an optional redemption of the Secured Notes has occurred pursuant to Section 10.1 of the AFLT Indenture in which case such
unpaid principal shall be due on the Redemption Date. 
 Pursuant to the AFLT 20 -SN Indenture, dated as of
                    , 20     (as amended, modified or otherwise supplemented from time to time, the “AFLT
Indenture”), between AFLT and [                    ], a national banking association, as AFLT indenture trustee (in its capacity as AFLT
indenture trustee and not its individual capacity, the “AFLT Indenture Trustee”), AFLT grants (x) to the AFLT Indenture Trustee on behalf of the Secured Noteholders a security interest in the AFLT Collateral (other than the
Direct AFLT Pledge) to the extent set forth therein, and (y) to each Secured Noteholder, to the extent that, notwithstanding the terms of the VAULT Trust Agreement and the Statutory Trust Act, AFLT is deemed to hold a direct ownership interest
in the legal title to any Leased Vehicle related to the Lease Assets (and not merely a beneficial interest in VAULT representing an interest in the legal title to such Leased Vehicle), a security interest in all of AFLT’s rights in such Leased
Vehicle. In addition, pursuant to the VAULT Pledge and Security Agreement, dated as of                     , 20    , by Vehicle
Asset Universal Leasing Trust (“VAULT”) and acknowledged and agreed by AFLT, Ally Financial 

  
 Ex. A-2 








 
Inc., Capital Auto Receivables LLC, and Capital Auto Receivables Asset Trust 20 -SN , VAULT pledges to each Secured Noteholder a security interest in all of VAULT’s legal title to the Leased
Vehicles related to the Lease Assets to the extent set forth therein. 
 The sole source for payment of this Secured Note and all other
Secured Notes is limited to the AFL Trust Estate and such other funds as AFLT may from time to time pledge to secure the payment of the Secured Notes; it being understood that any other assets of AFLT included in any other Series Portfolio or the
Residual Interest shall not be available to make payments on the Secured Notes. 
 Capitalized terms not otherwise defined herein shall have
the meanings set forth in the AFLT Indenture. 
 This Secured Note is a valid and binding obligation of AFLT. 

 

			
	CENTRAL ORIGINATING LEASE TRUST II
		
	By:	 	                                     
                                       ,
		 	not in its individual capacity, but solely as AFLT Owner Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Ex. A-3 








 AFLT INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

 

			
	CITIBANK, N.A., not in its individual capacity but solely as AFLT Indenture Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Ex. A-4 








 Payment hereunder shall be made to the Holder of this Secured Note in accordance with the AFLT
Indenture and the Servicing Agreement. 
 By acquiring a Secured Note or any interest therein, each purchaser and transferee will be deemed
to represent and warrant that either (A) it is not acquiring the Secured Note with the assets of (i) an “employee benefit plan” as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) that is subject to the provisions of Title I of ERISA, (ii) any “plan” subject to Section 4975 of the Code, (iii) any entity whose underlying assets include plan assets by reason of
investment by an employee benefit plan or plan in such entity or (iv) any other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code or (B) the acquisition and holding of the
Secured Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law. 

Pursuant to Section 11.17 of the AFLT Indenture, the AFLT Indenture Trustee, by entering into the AFLT Indenture, each Secured
Noteholder, by accepting a Secured Note (or interest therein), covenant and agree that they shall not, prior to the date which is one year and one day after the payment in full of all Secured Notes issued by AFLT, acquiesce, petition or otherwise
invoke or cause AFLT to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against AFLT under any federal or State bankruptcy, insolvency, reorganization or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of AFLT or any substantial part of its property, or ordering the winding up or liquidation of the affairs of AFLT, and that such obligations shall not
constitute a claim against AFLT in the event that AFLT’s assets are insufficient to pay in full such obligations, in each case for one year after all Secured Notes are paid in full. 

The obligations of AFLT under this Secured Note shall be non-recourse to AFLT and any other asset of AFLT or any AFLT Certificateholder except
to the extent described herein. 
 This Secured Note shall be effective when executed, authenticated and delivered in accordance with the
AFLT Indenture. 
 THIS SECURED NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (EXCEPT SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREOF UNDER THIS
SECURED NOTE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 [Unless otherwise required by appropriate taxing authorities, AFLT agrees,
and by acquiring this Secured Note or interest therein the Holder of this Secured Note or interest therein agrees, to treat this Secured Note as indebtedness for federal income tax, state and local income and franchise tax, and any other taxes
imposed upon, measured by or based upon gross or net income.] 

  
 Ex. A-5 








 It is expressly understood and agreed by the Holder of this Secured Note that (a) the AFLT Indenture and
this Secured Note are executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as AFLT Owner Trustee, (b) each of the representations, undertakings and agreements herein and therein made on the
part of AFLT is made and intended not as a personal representation, undertaking or agreement by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only AFLT, and (c) under no circumstances shall Deutsche
Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of AFLT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by AFLT under the AFLT
Indenture and this Secured Note. 

  
 Ex. A-6 








 Exhibit B to the 

AFLT 20    -SN   Indenture 

FORM OF TRANSFER CERTIFICATE 
 Ally
Financial Inc., 
 as Servicer 
 200 Renaissance Center 

Detroit, Michigan 48265 
 Attn: Director - Securitization and Cash
Management 
 [                    ], 

as AFLT Indenture Trustee for 
 Central Originating Lease Trust II

 [                    ] 

Attn: [                    ]— AFLT
20    -SN   
 Ladies and Gentlemen: 

In connection with the purchase of a Secured Note issued pursuant to the AFLT Indenture, dated as of
            , 20     (the “Secured Note”) of the Central Originating Lease Trust II, the undersigned buyer (“Buyer”) hereby
acknowledges, represents and agrees that: 
 The Buyer understands that the Secured Note has not been registered under the Securities Act of
1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction, and may not be sold other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain
other provisions specified in the AFLT Indenture, as set forth in the following sentence. The Buyer agrees, on its own behalf and on behalf of any accounts for which it is acting as hereinafter stated, that such Secured Note may be resold, pledged
or transferred only (i) to an institutional investor that is an “Accredited Investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional Accredited
Investor”) that delivers to the Servicer and the AFLT Indenture Trustee a certification in the form hereof and that is acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also
are Institutional Accredited Investors unless the holder is a bank acting in its fiduciary capacity) that, if so requested by the Servicer or the AFLT Indenture Trustee, executes a certificate in the form hereof, (ii) so long as such Secured
Note is eligible for resale pursuant to Rule 144A under the Securities Act (“Rule 144A”), to a “qualified institutional buyer” as defined in Rule 144A (a “Qualified Institutional Buyer”) that delivers to
the Servicer and the AFLT Indenture Trustee a certification in the form hereof and that is acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Qualified Institutional Buyers)
that, if so requested by the Servicer or the AFLT Indenture Trustee, executes a certificate in the form hereof or (iii) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the
Securities Act, in which case (A) the AFLT Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the AFLT Indenture Trustee and the Servicer in writing the facts surrounding such
transfer, which certification shall 

  
 Ex. B-1 








 
be in form and substance satisfactory to the AFLT Indenture Trustee and the Servicer, and (B) the AFLT Indenture Trustee shall require a written opinion of counsel (which shall not be at the
expense of the AFLT Indenture Trustee) satisfactory to the Servicer and the AFLT Indenture Trustee to the effect that such transfer will not violate the Securities Act, in each case in accordance with any applicable securities laws of any State of
the United States. The Buyer understands that neither the Servicer nor the AFLT Indenture Trustee shall register this Secured Note under the Securities Act, qualify this Secured Note under the securities laws of any state or provide registration
rights to any purchase or holder hereof. The Buyer will notify any purchaser of the Secured Note from it of the above resale restrictions, if then applicable. The Buyer further understands that in connection with any transfer of the Secured Note by
it that the Servicer and the AFLT Indenture Trustee may request, and if so requested the Buyer will furnish, such certificates and other information as they may reasonably require to confirm that any such transfer complies with the foregoing
restrictions. 
 CHECK ONE 
  

	 	(1)	The Buyer is an institutional investor and an “accredited investor” (as defined in Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act) acting for its own account (and not for
the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless the Buyer is a bank acting in its fiduciary capacity). The Buyer has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its investment in the Secured Note, and the Buyer and any accounts for which it is acting are able to bear the economic risk of investment in the Secured Note for an indefinite
period of time. The Buyer is acquiring the Secured Note for investment and not with a view to, or for offer and sale in connection with, a public distribution. 

  

	 	(2)	The Buyer is a “qualified institutional buyer” as defined under Rule 144A and is acquiring the Secured Note for its own account (and not for the account of others) or as a fiduciary or agent for others (which
others also are “qualified institutional buyers”). The Buyer is are familiar with Rule 144A and is aware that the transferor of the Secured Note and other parties intend to rely on the statements made herein and the exemption from the
registration requirements of the Securities Act provided by Rule 144A. 


  
 Ex. B-2 








 (a) You are entitled to rely upon this letter and you are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  

			
	
	  
 Print Name of
Buyer

		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
	Date:	 	  




  
 Ex. B-3 








 Exhibit C to the 

AFLT 20    -SN   Indenture 

1.    FORM OF CERTIFICATION             

Re: the
                                        dated as
of             , 20     (the “Agreement”), among
                                        . 

[                    ] not in its
individual capacity but solely as AFLT Indenture Trustee (the “AFLT Indenture Trustee”) certifies to Ally (the “Company”), certify to Central Originating Lease Trust II (“AFLT”) and Capital Auto
Receivables LLC (the “Depositor”), and its officers, with the knowledge and intent that they will rely upon this certification, that: 

(1) It has reviewed the report on assessment of the AFLT Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and
15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”) that were delivered by the AFLT Indenture Trustee to the Depositor, the CARAT Owner
Trustee and the Servicer pursuant to the Agreement (collectively, the “AFLT Indenture Trustee Information”); 
 (2) To the
best of its knowledge, the AFLT Indenture Trustee Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period of time covered by the AFLT Indenture Trustee Information; and 

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

			
	Dated:	 	  

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

	Title:	 	  




  
 Ex. C 








 Exhibit D to the 

AFLT 20    -SN   Indenture 

SECURED NOTE REGISTER 
 Issued pursuant to
the AFLT 20    -SN   Indenture, dated as of             , 20     (“AFLT Indenture”) between Ally Financial Lease Trust, a
Delaware statutory trust and [                    ], a national banking association, as AFLT Indenture Trustee. 

This is the Secured Notes Register referred to in Section 2.3(a) of the AFLT Indenture. 

 

					
	Holder of the Secured Notes	 		 	Date of Acquisition
			
	 [                    ]

not in its individual capacity but solely as CARAT Indenture Trustee
	 		 	[                    ]
			
	Initial holder of a security interest in the Secured Notes	 		 	Date of Attachment
			
	Ally Financial Inc.	 		 	[                    ]
			
	Transfer/Pledge of a security interest in the Secured Notes	 		 	
			
	Transferor/Pledgor	 	Transferee/Pledgee	 	Date of Transfer/ Pledge
			
	Ally Financial Inc. (Transferor)	 	Capital Auto Receivables LLC (Transferee)	 	[                    ]
			
	Capital Auto Receivables LLC (Transferor)	 	Capital Auto Receivables Asset Trust 20    -SN   (Transferee)	 	[                    ]
			
	Capital Auto Receivables Asset Trust 20    -SN   (Pledgor)	 	[                    ] (as Pledgee)	 	[                    ]


  
 Ex. D 








 EXHIBIT E 

SERVICING CRITERIA TO BE ADDRESSED IN 

AFLT INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE 

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

					
	 Servicing Criteria
	  	Applicable Servicing
Criteria
			
	 Reference
	  	 Criteria
	  	 
		  	Cash Collection and Administration	  	
	1122(d)(2)(ii)	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	X
	1122(d)(2)(iv)	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the
transaction agreements.(1)	  	X
	1122(d)(2)(v)	  	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a
foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. (1)	  	X
			
		  	Investor Remittances and Reporting	  	
	1122(d)(3)(ii)	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. (2)	  	X
	1122(d)(3)(iii)	  	Disbursements made to an investor are posted within two business days to the Administrator’s investor records, or such other number of days specified in the transaction agreements.	  	X
	1122(d)(3)(iv)	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	  	X

  

	(1) 	Solely to extent such accounts relate to accounts maintained at the AFLT Indenture Trustee. 


	(2) 	Solely with respect to remittances in accordance with the Servicer’s Accounting as set forth in the Transaction Documents. 


  
 Ex. E