Form of Indenture (including forms of Notes).



 Exhibit 4.1 

BANK OF AMERICA AUTO TRUST 20[    ]-[    ], 

as the Issuer 

[                    ],

 as the Indenture Trustee 
  

 
 INDENTURE

 Dated as of [            ]
             
  

 
  

 
  







 CROSS REFERENCE
TABLE1 

 

					
	TIA
Section	 	 	  	 Indenture
 Section


	310	 	(a) (1)	  	6.11
		 	(a) (2)	  	6.11
		 	(a) (3)	  	6.10; 6.11
		 	(a) (4)	  	N.A.2

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

  

	1
	Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture. 


	2
	N.A. means Not Applicable. 








 TABLE OF CONTENTS 

 

			
	 	  	Page
		
	PRELIMINARY STATEMENT	  	
		
	GRANTING CLAUSE	  	
		
	ARTICLE I        DEFINITIONS AND INCORPORATION BY REFERENCE	  	
		
	 SECTION 1.1      Definitions
	  	2
		
	 SECTION 1.2      Incorporation by Reference of Trust Indenture Act
	  	2
		
	 SECTION 1.3      Other Interpretive Provisions
	  	3
		
	ARTICLE II      THE NOTES	  	
		
	 SECTION 2.1      Form
	  	3
		
	 SECTION 2.2      Execution, Authentication and Delivery
	  	3
		
	 SECTION 2.3      Temporary Notes
	  	4
		
	 SECTION 2.4      Registration of Transfer and Exchange
	  	4
		
	 SECTION 2.5      Mutilated, Destroyed, Lost or Stolen Notes
	  	6
		
	 SECTION 2.6      Persons Deemed Owners
	  	7
		
	 SECTION 2.7      Payment of Principal and Interest; Defaulted Interest
	  	7
		
	 SECTION 2.8      Cancellation
	  	8
		
	 SECTION 2.9      Release of Collateral
	  	8
		
	 SECTION 2.10    Book-Entry Notes
	  	8
		
	 SECTION 2.11    Notices to Clearing Agency
	  	9
		
	 SECTION 2.12    Definitive Notes
	  	9
		
	 SECTION 2.13    Authenticating Agents
	  	10
		
	 SECTION 2.14    Paying Agent
	  	11
		
	 SECTION 2.15    Tax Treatment
	  	11
		
	 [SECTION 2.16    Interest Rate Swap Agreements
	  	12
		
	ARTICLE III    COVENANTS	  	
		
	 SECTION 3.1      Payment of Principal and Interest
	  	13
		
	 SECTION 3.2      Maintenance of Office or Agency
	  	14
		
	 SECTION 3.3      Money for Payments to Be Held in Trust
	  	14
		
	 SECTION 3.4      Existence
	  	16
		
	 SECTION 3.5      Protection of Collateral
	  	16
		
	 SECTION 3.6      Opinions as to Collateral
	  	17

  

 -i- 








 TABLE OF CONTENTS 

(continued) 
  

			
	 	  	Page
		
	 SECTION 3.7      Performance of Obligations
	  	17
		
	 SECTION 3.8      Negative Covenants
	  	18
		
	 SECTION 3.9      Annual Compliance Statement
	  	18
		
	 SECTION 3.10    Restrictions on Certain Other Activities
	  	19
		
	 SECTION 3.11    Restricted Payments
	  	20
		
	 SECTION 3.12    Notice of Events of Default
	  	20
		
	 SECTION 3.13    Further Instruments and Acts
	  	20
		
	 SECTION 3.14    Compliance with Laws
	  	20
		
	 SECTION 3.15    Perfection Representations, Warranties and Covenants
	  	21
		
	 SECTION 3.16    Release of Transferred Assets
	  	21
		
	 ARTICLE IV      SATISFACTION AND DISCHARGE
	  	
		
	 SECTION 4.1      Satisfaction and Discharge of Indenture
	  	21
		
	 SECTION 4.2      Application of Trust Money
	  	22
		
	 SECTION 4.3      Repayment of Monies Held by Paying Agent
	  	22
		
	 ARTICLE V      REMEDIES
	  	
		
	 SECTION 5.1      Events of Default
	  	22
		
	 SECTION 5.2      Acceleration of Maturity; Rescission and Annulment of Event of
Default
	  	23
		
	 SECTION 5.3      Collection of Indebtedness and Suits for Enforcement by the Indenture
Trustee
	  	24
		
	 SECTION 5.4      Remedies; Priorities
	  	26
		
	 SECTION 5.5      Optional Preservation of the Collateral
	  	29
		
	 SECTION 5.6      Limitation of Suits
	  	29
		
	 SECTION 5.7      Unconditional Rights of Noteholders to Receive Principal and
Interest
	  	30
		
	 SECTION 5.8      Restoration of Rights and Remedies
	  	30
		
	 SECTION 5.9      Rights and Remedies Cumulative
	  	30
		
	 SECTION 5.10    Delay or Omission Not a Waiver
	  	30
		
	 SECTION 5.11    Control by Noteholders
	  	30
		
	 SECTION 5.12    Waiver of Past Defaults
	  	31

  

 -ii- 








 TABLE OF CONTENTS 

(continued) 
  

			
	 	  	Page
		
	 SECTION 5.13    Undertaking for Costs
	  	31
		
	 SECTION 5.14    Waiver of Stay or Extension Laws
	  	32
		
	 SECTION 5.15    Action on Notes
	  	32
		
	 SECTION 5.16    Performance and Enforcement of Certain Obligations
	  	32
		
	 SECTION 5.17    Sale of Collateral
	  	33
		
	 ARTICLE VI        THE INDENTURE TRUSTEE
	  	
		
	 SECTION 6.1      Duties of the Indenture Trustee
	  	33
		
	 SECTION 6.2      Rights of the Indenture Trustee
	  	35
		
	 SECTION 6.3      Individual Rights of the Indenture Trustee
	  	35
		
	 SECTION 6.4      The Indenture Trustee’s Disclaimer
	  	36
		
	 SECTION 6.5      Notice of Defaults
	  	36
		
	 SECTION 6.6      Reports and Withholding by the Indenture Trustee
	  	36
		
	 SECTION 6.7      Compensation and Indemnity
	  	36
		
	 SECTION 6.8      Removal, Resignation and Replacement of the Indenture Trustee
	  	37
		
	 SECTION 6.9      Successor Indenture Trustee by Merger
	  	38
		
	 SECTION 6.10    Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	  	39
		
	 SECTION 6.11    Eligibility; Disqualification
	  	40
		
	 SECTION 6.12    Preferential Collection of Claims Against the Issuer
	  	40
		
	 SECTION 6.13    Representations and Warranties
	  	40
		
	 ARTICLE VII      NOTEHOLDERS’ LISTS AND REPORTS
	  	
		
	 SECTION 7.1      The Issuer to Furnish the Indenture Trustee Names and Addresses of
Noteholders
	  	40
		
	 SECTION 7.2      Preservation of Information; Communications to Noteholders
	  	41
		
	 SECTION 7.3      Reports by the Indenture Trustee
	  	41
		
	 SECTION 7.4      Statements to Noteholders
	  	41
		
	 ARTICLE VIII    ACCOUNTS, DISBURSEMENTS AND RELEASES
	  	
		
	 SECTION 8.1      Collection of Money
	  	44
		
	 SECTION 8.2      Accounts
	  	44

  

 -iii- 








 TABLE OF CONTENTS 

(continued) 
  

			
	 	  	Page
		
	 SECTION 8.3        General Provisions Regarding Accounts
	  	45
		
	 SECTION 8.4        Distributions
	  	47
		
	 SECTION 8.5        Release of Collateral
	  	49
		
	 SECTION 8.6        Opinion of Counsel
	  	49
		
	 ARTICLE IX    SUPPLEMENTAL INDENTURES
	  	
		
	 SECTION 9.1        Supplemental Indentures Without Consent of Noteholders
	  	50
		
	 SECTION 9.2        Supplemental Indentures with Consent of Noteholders
	  	51
		
	 SECTION 9.3        Execution of Supplemental Indentures
	  	53
		
	 SECTION 9.4        Effect of Supplemental Indenture
	  	53
		
	 SECTION 9.5        Conformity With Trust Indenture Act
	  	53
		
	 SECTION 9.6        Reference in Notes to Supplemental Indentures
	  	53
		
	 ARTICLE X      REDEMPTION OF NOTES
	  	
		
	 SECTION 10.1      Redemption
	  	53
		
	 SECTION 10.2      Form of Redemption Notice
	  	54
		
	 SECTION 10.3      Notes Payable on Redemption Date
	  	54
		
	 ARTICLE XI    MISCELLANEOUS
	  	
		
	 SECTION 11.1      Compliance Certificates and Opinions, Etc.
	  	55
		
	 SECTION 11.2      Form of Documents Delivered to the Indenture Trustee
	  	56
		
	 SECTION 11.3      Acts of Noteholders
	  	57
		
	 SECTION 11.4      Notices
	  	57
		
	 SECTION 11.5      Notices to Noteholders [and the Swap Counterparty]; Waiver
	  	58
		
	 SECTION 11.6      Holder Certification
	  	58
		
	 SECTION 11.7      Conflict with Trust Indenture Act
	  	59
		
	 SECTION 11.8      Information Requests
	  	59
		
	 SECTION 11.9      Effect of Headings and Table of Contents
	  	59
		
	 SECTION 11.10    Successors and Assigns
	  	59
		
	 SECTION 11.11    Separability
	  	59
		
	 SECTION 11.12    Benefits of Indenture
	  	59
		
	 SECTION 11.13    Legal Holidays
	  	60

  

 -iv- 








 TABLE OF CONTENTS 

(continued) 
  

			
	 	  	Page
		
	 SECTION 11.14    Governing Law
	  	60
		
	 SECTION 11.15    Counterparts
	  	60
		
	 SECTION 11.16    Recording of Indenture
	  	60
		
	 SECTION 11.17    Trust Obligation
	  	60
		
	 SECTION 11.18    No Petition
	  	61
		
	 SECTION 11.19    Intent
	  	61
		
	 SECTION 11.20    Submission to Jurisdiction; Waiver of Jury Trial
	  	61
		
	 SECTION 11.21    Subordination of Claims
	  	62
		
	 SECTION 11.22    Limitation of Liability of Owner Trustee
	  	62
		
	 SECTION 11.23    Limitation of Rights
	  	63
		
	 EXHIBIT A                Form of
Notes
	  	
		
	 EXHIBIT B                Form of Indenture
Trustee’s Certificate
	  	
		
	 SCHEDULE I            Perfection Representations, Warranties and
Covenants
	  	

  
  

 
  

 -v- 








 This INDENTURE, dated as of
[            ] (as amended, modified or supplemented from time to time, this “Indenture”), is among BANK OF AMERICA AUTO TRUST
20[    ]-[    ], a Delaware statutory trust (the “Issuer”), [                    ],
a [                    ], as trustee and not in its individual capacity (in such capacity, the “Indenture Trustee”). 

PRELIMINARY STATEMENT 

Each party agrees as follows for the benefit of the other party and the equal and ratable benefit of [the Swap Counterparty and] the
Holders of the Notes. 
 The following table sets forth characteristics of the Notes, together with the minimum denominations
and integral multiples in excess thereof in which the Classes of Notes shall be issuable: 
  

									
	Classes	  	
Initial Note            

Balance            
	  	Interest
Rate        	  	Minimum        

Denomination        	  	
Integral        

Multiples in        

Excess of        

Minimum        

	
Class A-1
  
	  	$[            ]   
           
	  	$[            ]   
       
	  	$100,000        
 
	  	$1,000           
      

	 	 	 	 	 
	
Class A-2
  
	  	$[            ]   
           
	  	$[            ]   
       
	  	$100,000        
 
	  	$1,000           
      

	 	 	 	 	 
	
Class A-3
  
	  	$[            ]   
           
	  	$[            ]   
       
	  	$100,000        
 
	  	$1,000           
      

	 	 	 	 	 
	
Class A-4[-A]
  
	  	$[            ]   
           
	  	$[            ]   
       
	  	$100,000        
 
	  	$1,000           
      

	 	 	 	 	 
	
[Class A-4-B
  
	  	$[            ]   
           
	  	LIBOR + [        ]%    
   
	  	$100,000        
 
	  	$1,000]           
     

	 	 	 	 	 
	
Class B
  
	  	$[            ]   
           
	  	$[            ]   
       
	  	$100,000        
 
	  	$1,000           
      



GRANTING CLAUSE 

The Issuer, to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes [and amounts
payable by the Issuer to the Swap Counterparty under the related Interest Rate Swap Agreement], equally and ratably without prejudice, priority or distinction except as set forth herein and to secure compliance with the provisions of this Indenture,
hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders [and the Swap Counterparty], all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to
(i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the Trust Estate and all payments on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the Trust Estate, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, 
  


					
		  		  	20[    ]-[    ] Indenture









 
condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property which at any time
constitute all or part of or are included in the proceeds of any of the Trust Estate (collectively, the “Collateral”). 

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

The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in
respect of, the Notes, equally and ratably without prejudice, priority or distinction except as set forth herein [, (ii) the payment of all amounts payable by the Issuer to the Swap Counterparty under the related Interest Rate Swap Agreement]
and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. 
 Without limiting the
foregoing Grant and Section 3.16 herein, any Receivable purchased by the Depositor pursuant to Section 3.3 of the Sale Agreement, by the Second Tier Purchaser pursuant to Section 3.3 of the Third Purchase
Agreement, by the First Tier Purchaser pursuant to Section 3.3 of the Second Purchase Agreement, by BANA pursuant to Section 3.3 of the First Purchase Agreement or by the Servicer pursuant to Section 3.7 of the
Servicing Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the Depositor, the Second Tier Purchaser, the First Tier Purchaser, BANA or the
Servicer, as applicable, of the related Repurchase Price for such Repurchased Receivable. 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.1  Definitions.    Capitalized terms are used in this Indenture as defined in
Appendix A to the Sale Agreement dated as of [            ] (as amended, modified or supplemented from time to time, the “Sale Agreement”), between Bank
of America Auto Receivables Securitization, LLC and the Issuer. 
 SECTION 1.2  Incorporation by Reference of Trust
Indenture Act.    Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following
meanings: 
 “Commission” means the Securities and Exchange Commission. 

“indenture securities” means the Notes. 

“indenture security holder” means a Noteholder. 

“indenture to be qualified” means this Indenture. 

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

 


					
		  	2	  	20[    ]-[    ] Indenture









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

ARTICLE II 

THE NOTES 

SECTION 2.1  Form.    The Notes, in each case together with the Indenture Trustee’s certificate
of authentication, shall be in substantially the form set forth in Exhibit A hereto, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing the Notes, as evidenced by their execution of the Notes. Any portion of the
text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. 
 Each
Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A hereto are part of the terms of this Indenture. 

SECTION 2.2  Execution, Authentication and Delivery.    The Notes shall be executed on behalf of the
Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. 

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

 


					
		  	3	  	20[    ]-[    ] Indenture









 The Indenture Trustee shall, upon Issuer Order, authenticate and deliver each Class of Notes
for original issue in an Initial Note Balance as set forth in the Preliminary Statement. 
 Each Note shall be dated the date of
its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each Class, which may be issued in a denomination other than an
integral multiple of $1,000). 
 No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any
purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any
Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 

SECTION 2.3  Temporary Notes.    Pending the preparation of Definitive Notes in accordance with
Section 2.12, the Issuer may execute, and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the Authorized Officers executing such Notes may determine, as evidenced by their execution of such Notes.

 If temporary Notes are issued in accordance with the preceding paragraph, the Issuer shall cause Definitive Notes to be
prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided
in Section 3.2, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee upon Issuer Order shall authenticate and deliver in exchange therefor
one or more Definitive Notes, in authorized denominations, of the same class and aggregate outstanding principal amount. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as
Definitive Notes. 
 SECTION 2.4  Registration of Transfer and
Exchange.    (a)    The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall initially be “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any
Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. 

If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee
prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a 
  


					
		  	4	  	20[    ]-[    ] Indenture









 
certificate executed on behalf of Note Registrar by a Responsible Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. 

(b)        Upon surrender for registration of transfer of any Note at the office or agency of the
Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401 of the UCC are met, the Issuer shall execute and upon an Issuer Request the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Class and like aggregate principal amount. 

At the option of the related Noteholder, Notes may be exchanged in accordance with Section 2.4(i)(ii) for other Notes in any
authorized denominations, of the same Class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at the office or agency of the Issuer to be maintained as provided in Section 3.2. Whenever any Notes are so
surrendered for exchange, if the requirements of Section 8-401 of the UCC are met, the Issuer shall execute and, upon Issuer Request, the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee,
the Notes which the Noteholder making the exchange is entitled to receive. 

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

(d)        Every Note presented or surrendered for registration of transfer or exchange shall be
(i) duly endorsed by, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing,
with such signature guaranteed by an “eligible grantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act and (ii) accompanied by such
other documents as the Indenture Trustee may require, including but not limited to the applicable IRS Form W-8 s or W-9. 

(e)        No service charge shall be made to a Noteholder for any registration of transfer or
exchange of Notes, but the 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 Notes, other than exchanges
pursuant to Section 2.3 or 9.5 not involving any transfer. 
 The preceding provisions of this Section
notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of any Notes selected for redemption or of any Note for a period of 15 days preceding the Payment Date with respect to such
Note. 
  


					
		  	5	  	20[    ]-[    ] Indenture









 (f)        By acquiring a Note, each purchaser and
transferee shall be deemed to represent and warrant that either (a) it is not acquiring such Note with the plan assets of (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of
ERISA, (ii) a “plan” as defined in Section 4975 of the Code, (iii) an entity deemed to hold the plan assets of any of the foregoing (any of (i), (ii), (iii) a “Benefit Plan”) or any governmental plan,
non-U.S. plan or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”); or
(b) (i) such Note is rated at least “BBB-” or its equivalent by a Rating Agency at the time of purchase or transfer and (ii) the acquisition, holding and disposition of such Note will not give rise to a nonexempt prohibited
transaction under Section 406 of ERISA, Section 4975 of the Code or a nonexempt violation of any Similar Law. 

(g)        Notwithstanding anything contained in this Indenture to the contrary, neither the
Indenture Trustee nor the Note Registrar, as the case may be, shall be responsible for ascertaining whether any transfer complies with the registration provisions of or exemptions from the Securities Act, applicable state securities laws, ERISA, the
Code or the Investment Company Act. 
 SECTION 2.5  Mutilated, Destroyed, Lost or Stolen
Notes.    If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered
to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a “protected purchaser” (as contemplated by Article 8 of the UCC), and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its written request the Indenture
Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and Note Balance; provided that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may, upon delivery of the security or indemnity required herein, pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a “protected purchaser” (as contemplated by Article 8 of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a
“protected purchaser” (as contemplated by Article 8 of the UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith. 
 Upon the issuance of any replacement Note under this Section 2.5, the
Issuer or the Indenture Trustee may require the payment by the Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other

  


					
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reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith. 

Every replacement Note issued pursuant to this Section 2.5 in replacement of any mutilated, destroyed, lost or stolen Note
shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Notes duly issued hereunder. 
 The provisions of this
Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 

SECTION 2.6  Persons Deemed Owners.    Prior to due presentment for registration of transfer of any
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the applicable Record Date) as the owner of such Note for the purpose of receiving payments
of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by
notice to the contrary. 
 SECTION 2.7  Payment of Principal and Interest; Defaulted
Interest.    (a)    Each of the Notes shall accrue interest at its respective Interest Rate, and such interest shall be payable on each Payment Date as specified therein, subject to Sections 3.1 and
8.2. [In connection with the Class A-4-B Interest Rate, the Indenture Trustee shall calculate LIBOR with respect to each Interest Period in accordance with the definition of LIBOR set forth in Appendix A to the Sale Agreement.]
Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes)
is registered on the Record Date, by wire transfer, except that, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such nominee; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the Final Scheduled Payment Date
for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1) which shall be payable as provided below. The funds represented by any checks returned undelivered shall be held in
accordance with Section 3.3. 
 (b)        The principal of each Note shall
be payable in installments on each Payment Date as provided in Section 8.2. Notwithstanding the foregoing, the entire unpaid Note Balance and all accrued interest thereon shall be due and payable, if not previously paid, on the earliest
of (i) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of a majority of the Outstanding Note Balance of the Controlling Class, have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2, (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date for that Class and (iii) on the Redemption Date, if any. All principal payments on each Class of
Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall 
  


					
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notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Indenture Trustee expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be transmitted prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2. 

(c)        If the Issuer defaults on a payment of interest on any Class of Notes, the Issuer
shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful at the applicable Interest Rate for such Class of Notes), which shall be due and payable on the Payment Date following such default. The Issuer shall pay
such defaulted interest to the Persons who are Noteholders on the Record Date for such following Payment Date. 
 SECTION
2.8  Cancellation.    All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture
Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or
returned to it; provided that such Issuer Order is timely and that such Notes have not been previously disposed of by the Indenture Trustee. 

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

SECTION 2.10  Book-Entry Notes.    Each of the Notes, upon original issuance, will be issued in the
form of typewritten Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for the Clearing Agency, by, or on behalf of, the Issuer. One fully registered Book-Entry Note shall be issued with respect to each $500
million in the aggregate principal amount of each Class of Notes and any such lesser amount. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of DTC as the initial Clearing Agency, and no
Note Owner of a Note will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. 

 


					
		  	8	  	20[    ]-[    ] Indenture









 
Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to the applicable Note Owners pursuant to Section 2.12: 

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

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

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

(d)        the rights of Note Owners shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between or among such Note Owners and the Clearing Agency and/or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Note Depository
Agreement, unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and
interest on the Notes to such Clearing Agency Participants; 
 (e)        whenever this
Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Note Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it
has received instructions to such effect from Note Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the
Notes and has delivered such instructions to the Indenture Trustee; 
 (f)        owners
of a beneficial interest in a Book-Entry Note will not be entitled to have any portion of a Book-Entry Note registered in their names and will not be considered to be the Note Owners or Noteholders of any Notes under this Indenture; and 

(g)        payments on a Book-Entry Note will be made to the Clearing Agency, or its nominee, as
the registered owner thereof, and none of the Issuer, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a
Book-Entry Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. 

SECTION 2.11  Notices to Clearing Agency.    Whenever a notice or other communication to the
Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be
given to the Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners. 
 SECTION
2.12  Definitive Notes.    If (a) the Depositor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the
Notes, and the Depositor is unable to locate a qualified 
  


					
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successor, (b) the Depositor at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (c) after the
occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Note Balance advise the Indenture Trustee through the Clearing Agency or its successor in writing that the
continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such
event and of the availability of Definitive Notes representing the Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by re-registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes representing the Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, Note
Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes representing the Notes,
the Indenture Trustee shall recognize such Holders of the Definitive Notes as the applicable Noteholders. 
 Definitive Notes
will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream. 
 SECTION
2.13  Authenticating Agents.    (a)    The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to
its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.4, 2.5 and 9.5, as fully to all intents and purposes as though each such Authenticating
Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes
“by the Indenture Trustee.” The Indenture Trustee shall be the Authenticating Agent in the absence of any appointment thereof. 

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

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

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


					
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 SECTION 2.14  Paying
Agent.    (a)    The Indenture Trustee may appoint a Paying Agent with respect to the Notes. Initially, the Paying Agent shall be the Indenture Trustee. The Paying Agent shall have the revocable power to
withdraw funds from the Collection Account and the Principal Distribution Account and make distributions to the Noteholders, the Servicer[, the Swap Counterparty] and the Owner Trustee pursuant to Section 8.4 of this Indenture. The
Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Indenture in any material respect or for
other good cause. Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Depositor[, the Swap Counterparty] and the Indenture Trustee. In the event that the Paying Agent shall have been removed or
resigned, the Indenture Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company and may be the Indenture Trustee) with the consent of the Depositor, which consent shall not be unreasonably withheld.

 (b)        The Indenture Trustee in its capacity as initial Paying Agent hereunder
agrees that it (i) will hold all sums held by it hereunder for payment to the Noteholders [and the Swap Counterparty] in trust for the benefit of the Noteholders entitled thereto [and the Swap Counterparty] until such sums shall be paid to such
Person and (ii) shall comply with all requirements of the Code regarding the withholding of payments in respect of United States federal income taxes due from the Noteholders or Note Owners. 

(c)        The provisions of Section 6.1, 6.2, 6.3, 6.4,
6.7 and 6.9 shall be applicable, mutatis mutandis, to the Indenture Trustee as Paying Agent. An institution succeeding to the corporate trust or agency business of the Paying Agent shall continue to be the Paying Agent without
the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Paying Agent. 
 SECTION
2.15  Tax Treatment.    (a)    The parties hereto acknowledge and agree that it is their mutual intent that the Notes constitute and be treated as indebtedness for U.S. federal and all
applicable state and local income and franchise tax purposes (other than any Notes that are owned during any period of time either by a Person who concurrently owns all of the Certificates or by a Person who is considered to be the same Person who
then owns all of the Certificates, all as determined for U.S. federal income tax purposes). Further, each party hereto, and each Noteholder by accepting and holding a Note (other than any Noteholder who concurrently owns all of the Certificates or
who is considered to be the same Person who then owns all of the Certificates, all as determined for U.S. federal income tax purposes), hereby covenants to every other party hereto and to every other Noteholder to treat the Notes as indebtedness for
U.S. federal and all applicable state and local income and franchise tax purposes in all tax filings, reports and returns and otherwise, and further covenants that neither it nor any of its Affiliates will take, or participate in the taking of or
permit to be taken, any action that is inconsistent with such tax treatment and tax reporting of the Notes, unless required by applicable law. All successors and assignees of the parties hereto shall be bound by the provisions hereof. Unless
explicitly required by the terms of this Indenture or any other Transaction Document, the Indenture Trustee shall not be required to prepare any tax filings or returns with respect to the Notes. The Indenture Trustee shall, however, be required to
prepare “original issue discount” calculations and reports with respect to the Notes as contemplated by Section 6.6 based on the loan pool information provided by the Servicer. 

 


					
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 (b)        The parties hereto agree that it is their
mutual intent that, for all applicable purposes the Certificates will not constitute indebtedness. 
 [SECTION
2.16  Interest Rate Swap Agreements.    (a)    The Issuer shall enter into the Initial Interest Rate Swap Agreement with the Initial Swap Counterparty. Subject to the requirements of
Section 2.16(c), the Issuer shall from time to time enter into one or more Replacement Interest Rate Swap Agreements in the event that the Initial Interest Rate Swap Agreement is terminated due to any “Termination Event” or
“Event of Default” (each as defined in the Initial Interest Rate Swap Agreement) prior to its scheduled expiration and in accordance with the terms of such Interest Rate Swap Agreement. Other than any Replacement Interest Rate Swap
Agreement entered into pursuant to this Section 2.16(a), the Issuer may not enter into any additional swap or other derivative agreements, including additional interest rate swap agreements. 

(b)        The Issuer shall provide notification of an early termination of any Interest Rate
Swap Agreement to the Indenture Trustee. In the event of any early termination of any Interest Rate Swap Agreement, (i) upon receipt of notification from the Issuer, the Swap Counterparty or any other Person of such early termination, the
Indenture Trustee shall establish the Swap Termination Payment Account, (ii) any Swap Termination Payments received from the Swap Counterparty will be remitted to the Swap Termination Payment Account and (iii) any Swap Replacement Proceeds
received from a Replacement Swap Counterparty will be remitted directly to the Swap Counterparty; provided, that any such remittance to the Swap Counterparty shall not exceed the amounts, if any, owed to the Swap Counterparty under the
related Interest Rate Swap Agreement; provided, further that the Swap Counterparty shall only receive Swap Replacement Proceeds if all Swap Termination Payments due from the Swap Counterparty to the Issuer have been paid in full and if
such amounts have not been paid in full then the amount of Swap Replacement Proceeds necessary to make up any deficiency shall be remitted to the Swap Termination Payment Account. 

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

(d)        To the extent that (i) the funds available in the Swap Termination Payment
Account exceed the costs of entering into a Replacement Interest Rate Swap Agreement or (ii) the Issuer does not replace the Initial Interest Rate Swap Agreement in accordance with the requirements of Section 2.16(c), the amounts in
the Swap Termination Payment Account (other than funds used to pay the costs of entering into a Replacement Interest Rate Swap Agreement, if applicable) shall be deposited into the Collection Account and included in Available Collections on the
following Payment Date. In any other situation, amounts on deposit in the Swap Termination Payment Account at any time shall be invested pursuant to Section 8.3 and on each Payment Date after the creation of a Swap Termination Payment
Account, the funds therein shall 
  


					
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be used to cover any shortfalls in the Regular Allocation of Principal on such Payment Date, provided, that at no time shall the amount withdrawn from the Swap Termination Payment Account
exceed the amount of Net Swap Receipts that would have been required to be paid on the related Payment Date under the terminated Interest Rate Swap Transaction had there been no termination of such transaction. Any amounts remaining in the Swap
Termination Payment Account after payment in full of the Class A-4-B Notes shall be included in Available Collections and allocated in accordance with the order of priority specified in Section 8.4(a) on the following Payment Date.

 (e)        If the Swap Counterparty is required to post collateral under the terms of
the related Interest Rate Swap Agreement, upon written notification of such requirement, the Indenture Trustee shall establish as an Eligible Account the Swap Collateral Account (the “Swap Collateral Account”) over which the
Indenture Trustee shall have exclusive control and the sole right of withdrawal. The Indenture Trustee shall deposit all collateral received from the Swap Counterparty under the Interest Rate Swap Agreements into the Swap Collateral Account. Any and
all funds at any time on deposit in, or otherwise to the credit of, the Swap Collateral Account shall be held in trust by the Indenture Trustee in accordance with the related Interest Rate Swap Agreement. The only permitted withdrawal from or
application of funds on deposit in, or otherwise to the credit of, the Swap Collateral Account shall be (i) for application to obligations of the Swap Counterparty to the Issuer under the related Interest Rate Swap Agreement in accordance with
the terms of such Interest Rate Swap Agreement or (ii) to return collateral to the Swap Counterparty when and as required by the related Interest Rate Swap Agreement. 

(f)        If at any time any Interest Rate Swap Agreement becomes subject to early termination
due to the occurrence of an “Event of Default” or “Termination Event” (as defined in the Interest Rate Swap Agreement), the Issuer and the Indenture Trustee shall use reasonable efforts (following the expiration of any applicable
grace period) to enforce the rights of the Issuer thereunder as may be permitted by the terms of the related Interest Rate Swap Agreement and consistent with the terms hereof, including without limitation, the right to terminate such Interest Rate
Swap Agreement. To the extent not fully paid from Swap Replacement Proceeds, any Swap Termination Payment owed by the Issuer to the Swap Counterparty under each Interest Rate Swap Agreement shall be payable to the Swap Counterparty in installments
made on each following Payment Date until paid in full in accordance with the order of priority specified in Section 5.4 or 8.4(a), as applicable. To the extent that the Swap Replacement Proceeds exceed any such Swap Termination
Payments (or if there are no Swap Termination Payments due to the Swap Counterparty), the Swap Replacement Proceeds in excess of such Swap Termination Payments, if any, shall be deposited into the Collection Account as Available Collections and
allocated and applied in accordance with the order of priority specified in Section 5.4 or 8.4(a), as applicable, on the following Payment Date.] 

ARTICLE III 

COVENANTS 

SECTION 3.1  Payment of Principal and Interest.    The Issuer will duly and punctually pay the
principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture [and all amounts due to the Swap Counterparty under and in accordance with each 

 


					
		  	13	  	20[    ]-[    ] Indenture









 
Interest Rate Swap Agreement]. Without limiting the foregoing and subject to Section 8.2, on each Payment Date the Issuer shall cause to be paid all amounts on deposit in the
Collection Account which represent the Reserve Account Draw Amount and Available Collections for such Payment Date received by the Servicer during the preceding Collection Period in accordance with Section 8.4. Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered to have been paid by the Issuer to such Noteholder for all purposes of this Indenture. Interest accrued on the Notes shall be due and
payable on each Payment Date. The final interest payment on each Class of Notes is due on the earlier of (a) the Payment Date (including any Redemption Date) on which the Note Balance of that Class of Notes is reduced to zero or (b) the
applicable Final Scheduled Payment Date for that Class of Notes. 
 SECTION 3.2  Maintenance of Office or
Agency.    As long as any of the Notes remain Outstanding, the Issuer shall maintain at the Corporate Trust Office of the Indenture Trustee, an office or agency where Notes may be surrendered for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer shall
give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture
Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands. 
 SECTION 3.3  Money for Payments to Be Held in Trust.    As provided
in Sections 8.2 and 5.4, all payments of amounts due and payable with respect to any Notes [or to the Swap Counterparty] that are to be made from amounts withdrawn from the Trust Accounts, [or, as applicable, the Swap Termination
Payment Account] if any, shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn therefrom for payments on the Notes [or to the Swap Counterparty] shall be paid over to the Issuer except
as provided in this Section and Section 8.4. 
 On the Business Day immediately preceding each Payment Date and each
Redemption Date, the Issuer shall deposit or cause to be deposited into the Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes and other Persons entitled to payment on such Payment Date and/or
Redemption Date, and the Paying Agent shall hold such sum to be held in trust for the benefit of the Persons entitled thereto pursuant to the Transaction Documents and shall promptly notify the Indenture Trustee (unless the Paying Agent is the
Indenture Trustee) [and the Swap Counterparty] in writing of its action or failure so to act. 
 [The Indenture Trustee will
promptly, on the date of receipt, deposit all Net Swap Receipts, if any, received by it into the Collection Account. Subject to Section 2.16(d), the Indenture Trustee shall transfer on each Payment Date the amounts on deposit, if any, in
the Swap Termination Payment Account required to be included in Available Collections to the Collection Account as contemplated by Section 2.16(d).] 
  



					
		  	14	  	20[    ]-[    ] Indenture









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

(i)        hold all sums held by it for the payment of amounts due with respect
to the Notes [or under any Interest Rate Swap Agreement] in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as provided
in the Transaction Documents; 
 (ii)        give the Indenture Trustee
[and the Swap Counterparty] written notice of any default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes [or under any Interest Rate Swap Agreement]; 

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

(iv)        immediately resign as a Paying Agent and forthwith pay to the
Indenture Trustee all sums held by it in trust for the payment of Notes [or under any Interest Rate Swap Agreement] if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and 

(v)        comply with (A) all requirements of the Code with respect to the
withholding from any payments made by it on any Notes [or under any Interest Rate Swap Agreement] of any applicable withholding taxes imposed thereon and (B) all applicable reporting requirements in connection therewith. 

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

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

  


					
		  	15	  	20[    ]-[    ] Indenture









 
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 date shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction
of and at the expense of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption
or whose right to or interest in amounts due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Noteholder). 

SECTION 3.4  Existence.    The Issuer will keep in full effect its existence, rights and franchises
as a statutory trust under the laws of the State of Delaware. 
 SECTION 3.5  Protection of
Collateral.    The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders [and the Swap Counterparty] to be prior to all other Liens in respect
of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders [and the Swap Counterparty], a first Lien on and a first priority, perfected security
interest in the Collateral. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, amendments, continuation statements, instruments of further assurance and other
instruments, all as prepared by the Issuer and delivered to the Indenture Trustee and shall take such other action necessary or advisable to: 

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

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

(c)        perfect, publish notice of or protect the validity of any Grant made or to be made by
this Indenture; or 
 (d)        enforce, preserve and defend title to the Collateral
[(including all rights under any Interest Rate Swap Agreement)] and the rights of the Indenture Trustee and the Noteholders [and the Swap Counterparty] in the Collateral against the claims of all Persons. 

The Issuer hereby designates the Indenture Trustee as its agent and attorney-in-fact and hereby authorizes the Indenture Trustee to
execute and file all financing statements, continuation statements, amendments or other instruments required to be executed or filed (if any) pursuant to this Section, provided, however, the Indenture Trustee shall be under no
obligation to monitor when any such financing statements, continuation statements or any other instrument shall be required to be filed pursuant to this Section. The Issuer hereby directs the Indenture Trustee to appoint BANA to act as Custodian and
to act solely as the agent of the Indenture Trustee, as pledgee of the Issuer with respect to the Receivables Files, in accordance with Section 2.1 of the Servicing Agreement. Notwithstanding any statement to the contrary contained
herein or in any other Transaction Document, the Issuer shall not be required to notify any insurer with respect to 

 


					
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any Insurance Policy about any aspect of the transactions contemplated by the Transaction Documents. 

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

(b)        Within 90 days after the beginning of each calendar year, beginning on March 30,
20[ ], the Issuer shall furnish to the Indenture Trustee [and the Swap Counterparty] an Opinion of Counsel either stating (i) that, in the opinion of such counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any supplemental indentures hereto and any other requisite documents and with respect to the execution (if necessary) and filing of any financing statements, amendments and continuation statements as are
necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or (ii) that, in the opinion of such counsel, no such action is necessary to maintain such lien and security interest. Such
Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any supplemental indentures hereto and any other requisite documents and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until April 30 in the following calendar year. 

SECTION 3.7  Performance of Obligations.    (a)    The Issuer shall not take any
action and shall use reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s covenants or obligations under any instrument or agreement included in the Trust Estate or that would
result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Transaction Documents or such other instrument or agreement. 

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

(c)        The Issuer shall punctually perform and observe all of its respective obligations and
agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Collateral, including but not limited to preparing (or causing to prepared) and filing (or causing to be filed) all UCC
financing statements and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and

  


					
		  	17	  	20[    ]-[    ] Indenture









 
therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof other than in
accordance with the amendment provisions set forth in such Transaction Document. 
 SECTION 3.8  Negative
Covenants.    So long as any Notes are Outstanding, the Issuer shall not: 

(a)        engage in any activities other than those permitted in its formation documents;

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

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

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

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

(f)        incur, assume or guarantee any indebtedness other than indebtedness incurred in
accordance with the Transaction Documents; or 
 (g)        merge or consolidate with,
or transfer substantially all of its assets to, any other Person. 
 SECTION 3.9  Annual Compliance Statement.

 (a)        [So long as the Depositor is required to file any reports with respect to
the Issuer under the Exchange Act,] the Issuer shall deliver to the Indenture Trustee, [the Swap Counterparty] and each Rating Agency, within [90] days after the end of each calendar year 

 


					
		  	18	  	20[    ]-[    ] Indenture









 
(commencing with the year ending December 31, 20[ ]), an Officer’s Certificate stating, as to the Responsible Officer signing such Officer’s Certificate, that: 

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

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

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

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

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

(d)        Unless the Issuer otherwise determines, the fiscal year of the Issuer shall be the
same as the fiscal year of the Depositor (which shall end on December 31st of each year). 
 SECTION
3.10  Restrictions on Certain Other Activities.    The Issuer shall not: (i) engage in any activities other than activities relating to financing, acquiring, owning, pledging and managing the Trust Estate
and the other Collateral in the manner contemplated by the Transaction Documents and activities incidental thereto; (ii) issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness other than the
Notes; (iii)
  


					
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make any loan, advance or credit to, guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of
so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person; or (iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

 SECTION 3.11  Restricted Payments.    The Issuer shall not, directly or indirectly,
(a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (c) set aside or otherwise
segregate any amounts for any such purpose; provided that the Issuer may cause to be made, (i) distributions to the Servicer, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty], the Noteholders and the Certificateholders
as permitted by, and to the extent funds are available for such purpose under this Indenture, the Sale Agreement, the Servicing Agreement or the Trust Agreement. Other than as set forth in the preceding sentence, the Issuer will not, directly or
indirectly, make distributions from the Trust Accounts. 
 SECTION 3.12  Notice of Events of
Default.    The Issuer shall promptly deliver to the Indenture Trustee, [the Swap Counterparty] and each Rating Agency written notice in the form of an Officer’s Certificate of any event which with the giving of notice,
the lapse of time or both would become an Event of Default [or an “event of default” (as defined in the related Interest Rate Swap Agreement) under any Interest Rate Swap Agreement], its status and what action the Issuer is taking or
proposes to take with respect thereto. [In addition, on (i) the Business Day immediately preceding any Payment Date on which the Issuer has not received from the Swap Counterparty any amount due from the Swap Counterparty on such Business Day,
(ii) on the related Payment Date if the Indenture Trustee on behalf of the Issuer has not yet received such amount due from the Swap Counterparty, or (iii) the Business Day on which such failure to pay by the Swap Counterparty becomes an
event of default (as defined in the related Interest Rate Swap Agreement) under the related Interest Rate Swap Agreement, the Issuer shall give prompt notice thereof to the Swap Counterparty, the Indenture Trustee and each Rating Agency.]

 SECTION 3.13  Further Instruments and Acts.    Upon request of the Indenture Trustee,
the Issuer (or the Indenture Trustee as its agent and attorney-in-fact pursuant to Section 3.5) shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture. 
 SECTION 3.14  Compliance with Laws.    The
Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this
Indenture or any other Transaction Document. 
  


					
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 SECTION 3.15  Perfection Representations, Warranties and
Covenants.    The perfection representations, warranties and covenants attached hereto as Schedule I shall be deemed to be part of this Indenture for all purposes. 

SECTION 3.16  Release of Transferred Assets.    If (a) the Depositor is required to repurchase
a Receivable pursuant to Section 3.3 of the Sale Agreement, (b) the Second Tier Purchaser is required to repurchase a Receivable pursuant to Section 3.3 of the Third Purchase Agreement, (c) the First Tier Purchaser
is required to repurchase a Receivable pursuant to Section 3.3 of the Second Purchase Agreement, (d) BANA is required to repurchase a Receivable pursuant to Section 3.3 of the First Purchase Agreement, or (e) the
Servicer is required to repurchase a Receivable pursuant to Section 3.7 of the Servicing Agreement, upon receipt by the Issuer of the Repurchase Price from the Depositor, the Second Tier Purchaser, the First Tier Purchaser, BANA, or the
Servicer, as applicable, the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Depositor, the
Second Tier Purchaser, the First Tier Purchaser, BANA, or the Servicer, as applicable, to evidence such release, transfer or assignment or more effectively vest in the Depositor, the Second Tier Purchaser, the First Tier Purchaser, BANA, or the
Servicer, as applicable, or their respective designee all of the Indenture Trustee’s rights and security interest in any Receivable and related Purchased Assets repurchased pursuant to Section 3.3 of the Sale Agreement,
Section 3.3 of the Third Purchase Agreement, Section 3.3 of the Second Purchase Agreement, Section 3.3 of the First Purchase Agreement, or Section 3.7 of the Servicing Agreement. The Indenture Trustee
hereby agrees that, with respect to any Defaulted Receivable the Deficiency Balance of which has been sold by the Servicer in accordance with Section 3.3 of the Servicing Agreement, the proceeds from such sale shall constitute
Liquidation Proceeds and the Indenture Trustee’s sole rights with respect to such Defaulted Receivable shall be to receive Liquidation Proceeds related thereto. 

ARTICLE IV 

SATISFACTION AND DISCHARGE 

SECTION 4.1  Satisfaction and Discharge of Indenture.    This Indenture shall cease to be of further
effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and
interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.11, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under
Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) and (f) the rights of Noteholders [and the Swap Counterparty] as beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

 (a)        either (i) all Notes theretofore authenticated and delivered (other
than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (2) Notes for which payment money has theretofore been deposited in trust or

  


					
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segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee
for cancellation or (ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable at the Final Scheduled Payment Date within one year, or
(3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the
case of clauses (1), (2) or (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature
prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the Final
Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1), as the case may be; 

(b)        the Issuer has paid or caused to be paid all other sums payable under the Transaction
Documents by the Issuer[, including, without limitation, all amounts owed to the Swap Counterparty, including all Swap Termination Payments]; and 

(c)        the Issuer has delivered to the Indenture Trustee [and the Swap Counterparty] an
Officer’s Certificate or an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2,
each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 

SECTION 4.2  Application of Trust Money.    All monies deposited with the Indenture Trustee pursuant
to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes[, each Interest Rate Swap Agreement] and this Indenture. Such monies need not be segregated from other funds except to the extent
required herein or by law. 
 SECTION 4.3  Repayment of Monies Held by Paying Agent.    In
connection with the satisfaction and discharge of this Indenture with respect to the Notes [and the Swap Counterparty], all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to
such Notes [and the Swap Counterparty] shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with
respect to such monies. 
 ARTICLE V 

REMEDIES 

SECTION 5.1  Events of Default.    The occurrence and continuation of any one of the following
events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall constitute a default under this Indenture (each, an “Event of Default”): 
  


					
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 (a)        default in the payment of any interest on
any Note of the Controlling Class when the same becomes due and payable on any Payment Date, and such default shall continue for a period of 35 days; 

(b)        default in the payment of the principal of any Note on the related Final Scheduled
Payment Date or the Redemption Date; 
 (c)        any failure by the Issuer to duly
observe or perform in any material respect any of its material covenants or agreements made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt
with), which failure materially and adversely affects the interests of the Noteholders, and which continues unremedied for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee
or by Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class, a written notice specifying such failure and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; 
 (d)        any representation or warranty of the Issuer made in this
Indenture proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of the Noteholders, and which failure continues unremedied for 60 days after there shall have been given, by registered or
certified mail, to the Issuer by the Indenture Trustee or by Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class, a written notice specifying such failure and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or 
 (e)        a
Bankruptcy Event shall have occurred for the Issuer. 
 Notwithstanding the foregoing, if a delay in or failure of performance referred to under
clauses (a) through (d) above was caused by force majeure or other similar occurrence, the grace period set forth in the applicable clause will be extended by an additional thirty days. 

SECTION 5.2  Acceleration of Maturity; Rescission and Annulment of Event of Default.    Except as
set forth in the following sentence, if an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee may, or at the direction of the Noteholders evidencing at least a majority of the Outstanding Note Balance
of the Controlling Class shall, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid Note Balance of such
Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 5.1(e) shall occur, all unpaid principal of all Notes,
together with all accrued and unpaid interest thereon, and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. 

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due
has been obtained by the Indenture Trustee as hereinafter provided for in this Article V, the Noteholders representing a majority of the 

 


					
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Outstanding Note Balance of the Controlling Class, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: 

(a)        the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay
(i) all payments of principal of and accrued interest on the Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred, (ii) all sums paid by
the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel [and (iii) any Net Swap Payments and any Swap Termination Payments then due and payable to the Swap
Counterparty under the Interest Rate Swap Agreements]; and 
 (b)        all Events of
Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 

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

If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the request of the Noteholders of a
majority of the Outstanding Note Balance of the Controlling Class, shall take action as may be appropriate or as it may be directed to take in accordance with Section 5.4. 

SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by the Indenture
Trustee.    (a)    The Issuer covenants that if (i) a default is made in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default
continues for a period of 35 days, or (ii) a default is made in the payment of the principal of any Note at the related Final Scheduled Payment Date or the Redemption Date, the Issuer will, upon demand of the Indenture Trustee in writing as
directed by the Noteholders evidencing a majority of the Outstanding Note Balance of the Controlling Class, pay to the Indenture Trustee, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and
interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate and in addition thereto such further amount
as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel. 

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

(c)    If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in
Section 5.4, in its discretion, proceed to protect and enforce its 
  


					
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rights and the rights of the Noteholders [and the Swap Counterparty], by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law. 
 (d)        In case there shall be pending, relative to the
Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, Proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any
other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the Issuer’s creditors or Trust Estate or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in
such Proceedings or otherwise: 
 (i)        to file and prove a claim
or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes [and for all amounts owed under any Interest Rate Swap Agreement] and to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses
and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders [and the Swap Counterparty] allowed in such Proceedings; 

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

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

(iv)        to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and the Trust Estate; 

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each Noteholder to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover

  


					
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reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence, bad faith or willful misconduct, and any other amounts due the Indenture Trustee under Section 6.7. 

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

(f)        All rights of action and of asserting claims under this Indenture, or under any of the
Notes [or any Interest Rate Swap Agreement] may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the ratable (based on amounts then due and owing) benefit of the Noteholders [and the Swap Counterparty], to the extent set forth in Section 5.4(b). 

(g)        In any Proceedings brought by the Indenture Trustee (and also any Proceedings
involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders [and the Swap Counterparty], and it shall not be necessary to make
any Noteholder [and the Swap Counterparty] a party to any such Proceedings. 
 SECTION 5.4 Remedies;
Priorities.   (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee shall, at the request of the Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling
Class, do one or more of the following (subject to Sections 5.2): 

(i)        institute Proceedings in its own name and as trustee of an express
trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer[, the Swap Counterparty] and any other
obligor upon such Notes monies adjudged due; 
 (ii)        institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral; 

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


					
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 (iv)        subject to
Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.2, sell the Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted
in any manner permitted by law; 
 provided, however, that the Indenture Trustee shall not sell or otherwise liquidate the Collateral
following an Event of Default unless (A) the holders of 100% of the Outstanding Note Balance of the Controlling Class [and the Swap Counterparty] have consented to such sale or liquidation, (B) the proceeds of such sale or liquidation are
sufficient to pay in full the Note Balance of all Outstanding Notes and the accrued interest, if any, on the Outstanding Notes [and all amounts owed to the Swap Counterparty under the Interest Rate Swap Agreements] as of the date of such sale or
liquidation or (C) the event of default relates to the failure to pay interest or principal when due (a “Payment Default”) and the Indenture Trustee determines (but shall have no obligation to make such determination) that the
Collections on the Receivables will not be sufficient on an ongoing basis to make all payments on the Notes as such payments would have become due if the Notes had not been declared due and payable; and the Indenture Trustee obtains the consent of
the holders of 66-2/3% of the Outstanding Note Balance of the Controlling Class [and the Swap Counterparty]. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of the preceding sentence, the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such
purpose. Notwithstanding anything herein to the contrary, if the Event of Default does not relate to a Payment Default or Bankruptcy Event with respect to the Issuer, the Indenture Trustee shall not sell or otherwise liquidate the Trust Estate
unless the Holders of all Outstanding Notes consent to such sale or the proceeds of such sale are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes [and all amounts owed to the Swap Counterparty]. 

(b)        Notwithstanding the provisions of Sections 8.2 or 8.4 of this Indenture,
if the Notes have been accelerated after an Event of Default and if the Indenture Trustee collects any money or property pursuant to this Article V, it shall cause the Paying Agent to pay out such money or property (and other amounts,
including all amounts held on deposit in the Trust Accounts) held as Collateral for the benefit of the Noteholders [and the Swap Counterparty] (net of liquidation costs associated with the sale of the Trust Estate) in the following order of
priority: 
 (i)        first, to the Servicer, the Servicing Fee
and all prior unpaid Servicing Fees; 
 (ii)        second, to
the Indenture Trustee, the Owner Trustee and the Administrator, pro rata based on amounts due, any accrued and unpaid fees (including any prior unpaid Indenture Trustee or Owner Trustee fees) and reasonable expenses (including indemnification
amounts) not previously paid; 
 (iii)        [third, to the Swap
Counterparty, any due and unpaid Net Swap Payments;] 
  


					
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 (iv)        fourth, [pro rata
based on amounts due, (i) to the Swap Counterparty for any due and unpaid Senior Swap Termination Payments and (ii)] to the Class A Noteholders, ratably, the Accrued Class A Note Interest; 

(v)        fifth, if an Event of Default has occurred that arises from an
Event of Default described in clauses (a), (b) or (e) of Section 5.1, in the following order of priority: 

(a)        to the Class A-1 Noteholders until the Class A-1 Notes have
been paid in full; 
 (b)        to the Class A-2 Noteholders, the
Class A-3 Noteholders, the Class A-4[-A] Noteholders [and the Class A-4-B Noteholders], pro rata, until all classes of the Class A Notes have been paid in full; 

(c)        to the Class B Noteholders, the Accrued Class B Note Interest; and

 (d)        to the Class B Noteholders, until the Class B Notes have
been paid in full; 
 (vi)        sixth, if an Event of Default
has occurred that arises from an Event of Default described in clauses (c) or (d) of Section 5.1, in the following order of priority: 

(a)        to the Class B Noteholders, the Accrued Class B Note Interest;

 (b)        to the Class A-1 Noteholders until the
Class A-1 Notes have been paid in full; 
 (c)        to the
Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4[-A] Noteholders [and the Class A-4-B Noteholders], pro rata, until all classes of the Class A Notes have been paid in full; and 

(d)        to the Class B Noteholders until the Class B Notes have been paid in
full; 
 (vii)        seventh, to the Swap Counterparty, any
Subordinated Swap Termination Payment and any other amounts payable by the Issuer to the Swap Counterparty not previously paid; and 

(viii)        eighth, to the Certificateholder, any remaining funds.

 The Indenture Trustee may fix a Record Date for any payment to Noteholders pursuant to this Section. At least 15 days before
such Record Date, the Indenture Trustee shall mail to each Noteholder and the Indenture Trustee a notice that states the Record Date, the Payment Date and the amount to be paid. 

Prior to an acceleration of the Notes after an Event of Default, if the Indenture Trustee collects any money or property pursuant to this
Article V, the amounts with respect to money or 
  


					
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property shall be deposited into the Collection Account and distributed in accordance with Sections 8.2 and 8.4 hereof. 

SECTION 5.5 Optional Preservation of the Collateral.   If the Notes have been declared or are automatically due and
payable under Section 5.2 following an Event of Default and such declaration or automatic occurrence and its consequences have not been rescinded and annulled, if permitted hereunder, the Indenture Trustee may, but need not, elect to
maintain possession of the Trust Estate and continue to apply the proceeds thereof in accordance with Section 5.4(b). 

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

(i)        such Holder has previously given written notice to the Indenture
Trustee of a continuing Event of Default; 
 (ii)        the Holders of
not less than 25% of the Outstanding Note Balance have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder; 

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

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

(v)        no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of a majority of the Note Balance. 
 No Noteholder or group of Noteholders shall
have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other
Noteholders or to enforce any right under this Indenture, except, in each case, to the extent and in the manner herein provided. 

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of
Noteholders, each representing less than a majority of the Outstanding Note Balance of the Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of
this Indenture. 
 (b)        No Noteholder shall have any right to vote except as
provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this
Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent. 
  


					
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 SECTION 5.7 Unconditional Rights of Noteholders to Receive Principal and
Interest.   Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment and such right shall not be impaired without the
consent of such Noteholder. 
 SECTION 5.8 Restoration of Rights and Remedies.   If the Indenture Trustee or
any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee[, the Swap Counterparty]
or such Noteholder, then and in every such case the Issuer, the Indenture Trustee[, the Swap Counterparty] and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee[, the Swap Counterparty] and the Noteholders shall continue as though no such Proceeding had been instituted. 

SECTION 5.9 Rights and Remedies Cumulative.   No right or remedy herein conferred upon or reserved to the Indenture
Trustee[, the Swap Counterparty] or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

 SECTION 5.10 Delay or Omission Not a Waiver.   No delay or omission of the Indenture Trustee or any Holder
of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given
by this Article V or by law to the Indenture Trustee[, the Swap Counterparty] or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee[, the Swap Counterparty] or the
Noteholders, as the case may be. 
 SECTION 5.11 Control by Noteholders.   Subject to the provisions of
Sections 5.2, 5.4, 5.6, 6.2(d) and 6.2(e), Noteholders holding not less than a majority of the Outstanding Note Balance of the Controlling Class shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided that 

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

 (b)        subject to the express terms of the proviso and the last sentence of
Section 5.4(a), any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes representing not less than 100% of the Note Balance unless the proceeds of such sale are sufficient to pay in
full the principal of and accrued interest on the Outstanding Notes; 
  


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

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

(e)        such direction shall be in writing; 

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

SECTION 5.12 Waiver of Past Defaults.   Prior to the declaration of the acceleration of the maturity of the Notes as
provided in Section 5.2, the Holders of Notes of not less than a majority of the Outstanding Note Balance of the Controlling Class may waive any past Default or Event of Default and its consequences except a Default (a) in payment
of principal of or interest on any of the Notes, (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Noteholder or (c) arising from a Bankruptcy Event with respect to the Issuer.
In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereto. 
 Upon any such waiver, such Event of Default shall cease to exist and be deemed to have been cured
and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any prior, subsequent or other Default or Event
of Default or impair any right consequent thereto. 
 SECTION 5.13 Undertaking for Costs.   All parties to this
Indenture agree, and each Holder of a Note by such Holder’s acceptance of such Note shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section
shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Note Balance, (c) any suit instituted
by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date) [or
(d) any suit instituted by the Swap Counterparty]. 
  


					
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 SECTION 5.14 Waiver of Stay or Extension Laws.   The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that
may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

SECTION 5.15 Action on Notes.   The Indenture Trustee’s right to seek and recover judgment on the Notes [under any
Interest Rate Swap Agreement] under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the
Indenture Trustee[, the Swap Counterparty] or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or
upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b) of this Indenture, if the maturity of the Notes has been accelerated pursuant to
Section 5.2 of this Indenture, or Sections 8.2 and 8.4 of this Indenture, if the maturity of the Notes has not been accelerated. 

SECTION 5.16 Performance and Enforcement of Certain Obligations.   (a) Promptly following a request from the
Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance (i) by the Depositor of its obligations to the Issuer under or in connection with
the Sale Agreement, [(ii) by the Swap Counterparty of its obligations to the Issuer under or in connection with the related Interest Rate Swap Agreement] (iii) by the Servicer of the obligations to the Issuer under or in connection with the
Servicing Agreement, (iv) by the Depositor or the Second Tier Purchaser, as applicable, of its respective obligations under or in connection with the Third Purchase Agreement, (v) by the Second Tier Purchaser or the First Tier Purchaser,
as applicable, of its respective obligations under or in connection with the Second Purchase Agreement, or (vi) by BANA or the First Tier Purchaser, as applicable, of its respective obligations under or in connection with the First Purchase
Agreement in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with the Sale Agreement, the Servicing Agreement, the
Third Purchase Agreement, the Second Purchase Agreement or the First Purchase Agreement as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the
Depositor, the Servicer, the Second Tier Purchaser, the First Tier Purchaser or BANA thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Depositor of its obligations under the Sale
Agreement, the Servicer of its obligations under the Servicing Agreement, the Depositor or the Second Tier Purchaser under the Third Purchase Agreement, the Second Tier Purchaser or the First Tier Purchaser under or the Second Purchase Agreement and
BANA and the First Tier Purchaser under the First Purchase Agreement. 
  


					
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 (b)        If an Event of Default has occurred and
is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Holders of a majority of the Outstanding Note Balance of the Controlling Class shall, exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Depositor under or in connection with the Sale Agreement, [against the Swap Counterparty under or in connection with the related Interest Rate Swap Agreement,] against the Servicer under or in connection with the
Servicing Agreement, against the Depositor or the Second Tier Purchaser under or in connection with the Third Purchase Agreement, against the Second Tier Purchaser or the First Tier Purchaser under or in connection with the Second Purchase Agreement
or against the First Tier Purchaser or BANA under or in connection with the First Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Depositor, [the Swap Counterparty,] the
Servicer, the Second Tier Purchaser, the First Tier Purchaser or BANA of its respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, [the Interest
Rate Swap Agreements,] the Servicing Agreement, the Third Purchase Agreement, the Second Purchase Agreement or the First Purchase Agreement, as applicable, and any right of the Issuer to take such action shall be suspended. 

SECTION 5.17 Sale of Collateral.   If the Indenture Trustee acts to sell the Collateral or any part thereof, pursuant to
Section 5.4(a), the Indenture Trustee shall publish a notice in an Authorized Newspaper stating that the Indenture Trustee intends to effect such a sale in a commercially reasonable manner and on commercially reasonable terms, which
shall include the solicitation of competitive bids. Following such publication, the Indenture Trustee shall, unless otherwise prohibited by applicable law from any such action, sell the Collateral or any part thereof, in such manner and on such
terms as provided above to the highest bidder, provided, however, that the Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale; provided, further, that
none of BANA, the Depositor nor any of their respective Affiliates may bid an amount greater than the fair value of any Collateral sold pursuant Section 5.4 and this Section 5.17. The Indenture Trustee may obtain a prior
determination from a conservator, receiver or trustee in bankruptcy of the Issuer that the terms and manner of any proposed sale are commercially reasonable. The power to effect any sale of any portion of the Collateral pursuant to
Section 5.4 and this Section 5.17 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all
amounts payable on the Notes shall have been paid. 
 ARTICLE VI 

THE INDENTURE TRUSTEE 

SECTION 6.1 Duties of the Indenture Trustee.   (a) If an Event of Default has occurred and is continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs. 
  


					
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 (b)        Prior to the occurrence of an Event of
Default: 
 (i)        the Indenture Trustee (at all times) undertakes
to perform such duties and only such duties as are specifically set forth in this Indenture and the other Transaction Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture or the other Transaction
Documents against the Indenture Trustee; and 
 (ii)        in the
absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming
to the requirements of this Indenture; provided however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. 

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

(i)        this paragraph does not limit the effect of paragraph
(b) of this Section; 
 (ii)        the Indenture Trustee shall
not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and 

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

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

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

(f)        Money held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law or the terms of this Indenture. 
 (g)        No
provision of this Indenture or any other Transaction Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties as Indenture Trustee hereunder or
thereunder or in the exercise of any of its rights or powers, if the Indenture Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to
it. 
 (h)        Every provision of this Indenture and each other Transaction Document
relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 

 


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

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

 (c)        The Indenture Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any
co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10, or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. Such agents may include, without limitation,
appraisers, accountants or other third parties in connection with the sale of the Collateral pursuant to Section 5.17 or the sale or liquidation of the Trust Estate pursuant to Section 5.4. 

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

(e)        The Indenture Trustee may consult with counsel, and the advice or opinion of counsel
with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with
the advice or opinion of such counsel. 
 (f)        The Indenture Trustee shall not be
under any obligation to exercise any of the rights or powers vested in it by this Indenture (except as specified in Section 3.5(d)) or to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture
or to honor the request or direction of any of the Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against the
reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such request or direction. 

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


					
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 SECTION 6.4 The Indenture Trustee’s Disclaimer.   The Indenture
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture[, any Interest Rate Swap Agreement] or the Notes, shall not be accountable for the Issuer’s use of the proceeds from the Notes,
and shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes, including but not limited to any offering memorandum or other disclosure material prepared and
distributed with respect to the issuance of the Notes, or in the Notes, all of which shall be taken as the statements of the Issuer, other than the Indenture Trustee certificate of authentication; provided, however, that the Indenture Trustee
shall make the representations and warranties, and provide the indemnities, described in the Officer’s Certificate of the Indenture Trustee provided to the Issuer on the Closing Date. 

SECTION 6.5 Notice of Defaults.   If a Default occurs and is continuing and if it is either actually known or written
notice of the existence thereof has been delivered to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder[, the Swap Counterparty] and the Rating Agencies notice of the Default within 90 days after
such knowledge or notice occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders. In addition, if a Servicer Termination Event occurs and is continuing and if it is either actually known
or written notice of the existence thereof has been delivered to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall provide each Rating Agency [and the Swap Counterparty] prior written notice of such Servicer Termination
Event. 
 SECTION 6.6 Reports and Withholding by the Indenture Trustee. 

(a)        The Indenture Trustee, at the expense of the Issuer, shall deliver to each Noteholder,
not later than the latest date permitted by law, such principal and interest information (including information with respect to “original issue discount”) as may be required by law to enable such Holder to prepare its federal and state
income tax returns. 
 (b)        The Indenture Trustee, each in its capacity as
Indenture Trustee and as Paying Agent, shall comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith. 
 SECTION 6.7 Compensation and Indemnity.   (a) The
Issuer shall cause the Servicer to agree (i) to pay (and the Issuer shall pay if the Servicer does not) to the Indenture Trustee from time to time such reasonable compensation as the Servicer and the Indenture Trustee shall from time to time
agree in writing for services rendered by the Indenture Trustee hereunder in accordance with a fee letter between the Servicer and the Indenture Trustee, (ii) to reimburse (and the Issuer shall reimburse if the Servicer does not) the Indenture
Trustee for all reasonable expenses and disbursements reasonably incurred by it in connection with the performance of its duties as Indenture Trustee, and (iii) to indemnify (and the Issuer shall indemnify if the Servicer does not) the
Indenture Trustee for, and hold the Indenture Trustee harmless against, any and all 
  


					
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loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of the trust or trusts hereunder or the performance of its duties as
Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the
Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of such counsel. The Indenture Trustee shall not be indemnified by the Administrator, the Issuer, the Depositor or the
Servicer against any loss, liability or expense incurred by it or arising from (i) [                    ]’s own willful misconduct,
negligence or bad faith, (ii) the inaccuracy of any representation or warranty expressly made by [                    ] in its individual
capacity or any representation or warranty made by [                    ] in accordance with the Servicing Agreement or (iii) taxes, fees or
other charges on, based on or measured by, any fees, commissions or compensation received by the Indenture Trustee. 

(b)        The Issuer’s payment obligations to the Indenture Trustee pursuant to this
Section shall survive the discharge of this Indenture or the Indenture Trustee’s earlier resignation or removal. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.1(e) with
respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. 

Any amounts payable by the Issuer to the Indenture Trustee pursuant to this Section 6.7 shall be paid in accordance with
Section 5.4(b) or Section 8.4 of this Indenture, as applicable. 
 SECTION 6.8 Removal, Resignation
and Replacement of the Indenture Trustee.   The Indenture Trustee may resign at any time by so notifying the Issuer, [the Swap Counterparty,] the Servicer, the Depositor and each Rating Agency. The Holders of a majority of the
Outstanding Note Balance of the Controlling Class may remove the Indenture Trustee, without cause by so notifying the Indenture Trustee and the Issuer, and following that removal may appoint a successor to the Indenture Trustee. The Issuer shall
remove the Indenture Trustee if: 
 (a)        the Indenture Trustee fails to comply
with Section 6.11; 
 (b)        a Bankruptcy Event occurs with respect to
the Indenture Trustee; 
 (c)        a receiver or other public officer takes charge of
the Indenture Trustee or its property; or 
 (d)        the Indenture Trustee otherwise
becomes incapable of acting. 
 If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of such
party for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee. 

 


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

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

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction
for the removal of the Indenture Trustee and the appointment of a successor. 
 Any resignation or removal of the Indenture
Trustee and appointment of a successor pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8 and payment of all fees
and expenses owed to the outgoing Indenture Trustee. 
 Notwithstanding the resignation or removal of the Indenture Trustee
pursuant to this Section, the Issuer’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. 

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

SECTION 6.9 Successor Indenture Trustee by Merger.   Subject to Section 6.11, if the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall
be the successor Indenture Trustee, provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide each Rating Agency[, the Swap
Counterparty] the Indenture Trustee and the Depositor prior written notice of any such transaction. 
 In case at the time such
successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture
Trustee may adopt the certificate of authentication of any predecessor indenture trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee
may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee. 
  


					
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 SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.
  (a) Notwithstanding any other provisions of this Indenture, at any time, after delivering written notice to the Depositor for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at
the time be located, the Indenture Trustee and the Depositor acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, separate trustee or separate trustees,
of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Indenture Trustee and the Depositor may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor under
Section 6.11 and no notice to Noteholders [or the Swap Counterparty] of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. 

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

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

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

(iii)        the Indenture Trustee and the Depositor may at any time accept the
resignation of or, acting jointly, remove any separate trustee or co-trustee. 

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


					
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 (d)        Any separate trustee or co-trustee may at
any time constitute the Indenture Trustee, its respective agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this
Indenture. 
 SECTION 6.11 Eligibility; Disqualification.   The Indenture Trustee shall at all times satisfy
the requirements of TIA Section 310(a) and, in addition, shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and shall have a long term debt rating of investment
grade or better by each Rating Agency or shall otherwise be acceptable to each Rating Agency. The Indenture Trustee shall also satisfy the requirements of TIA Section 310(b). Neither the Issuer nor any Affiliate of the Issuer may serve as
Indenture Trustee. 
 SECTION 6.12 Preferential Collection of Claims Against the Issuer.   The Indenture
Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). Any Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

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

(i)        it is a national banking corporation duly organized, validly existing
and in good standing under the laws of the United States; and 

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

ARTICLE VII 

NOTEHOLDERS’ LISTS AND REPORTS 

SECTION 7.1 The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders.   The Issuer shall furnish
or cause to be furnished to the Indenture Trustee (a) not more than five days after each Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date,
and (b) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of names and addresses of the Noteholders as of a date not more than ten days prior to the time
such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee. 

 


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

(b)        The Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any written request by three or more Noteholders or by one or more Noteholders of Notes evidencing not less than 25% of the
Note Balance to receive a copy of the most current list of Noteholders together with a copy of the communication that the applicant proposes to send (whether or not made pursuant to TIA Section 312(b)), the Indenture Trustee shall distribute
such list to the requesting Noteholders and promptly notify the Depositor thereof by providing to the Depositor a copy of such request and a copy of the list of Noteholders produced in response thereto; provided that the Indenture Trustee may
elect not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting Noteholders, to all Noteholders. 

(c)        The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of
TIA Section 312(c). 
 SECTION 7.3 Reports by the Indenture Trustee.   If required by TIA
Section 313(a), within 60 days after each March 31, beginning with March 31, 20[    ], the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c), a brief report dated as of such
date that complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and
each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange. 

SECTION 7.4 Statements to Noteholders.   (a) On each Payment Date, the Indenture Trustee shall, based on
information included in the Monthly Servicer Report provided by or at the direction of the Servicer pursuant to the Servicing Agreement [and additional information provided to the Indenture Trustee by the Swap Counterparty] provide (or make
available on its website, as described in clauses (b) and (c) below) to each Rating Agency, the Issuer, the Servicer, [the Swap Counterparty,] the Indenture Trustee and each Noteholder of record as of the most recent Record
Date, a certificate substantially in the form attached hereto as Exhibit B (the “Indenture Trustee’s Certificate”) setting forth for the related Collection Period and such Payment Date the following information (to the
extent applicable): 
 (i)        the aggregate amount being paid on
such Payment Date in respect of interest, if any, on and principal of each Class of Notes; 
  


					
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 (ii)        the Note Balance and the
Note Factor of the Notes, in each case after giving effect to payments on such Payment Date; 

(iii)        the Targeted Overcollateralization Amount for such Payment Date, and
the actual amount of overcollateralization for such Payment Date; 

(iv)        (A) the amount deposited in the Reserve Account in respect of such
Payment Date, if any, (B) the Reserve Account Draw Amount and the Reserve Account Excess Amount, if any, to be withdrawn from the Reserve Account on such Payment Date, (C) the balance on deposit in the Reserve Account as of the beginning
and end of such Collection Period after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (D) any interest or investment income (net of losses and investment expenses) accrued during such Collection
Period from the investment of funds in the Reserve Account; 

(v)        the First Allocation of Principal, the Second Allocation of Principal
and the Regular Allocation of Principal for such Payment Date; 

(vi)        the Pool Factor as of the close of business on the last day of such
Collection Period; 
 (vii)        the amount of the Servicing Fee to be
paid to the Servicer with respect to such Collection Period and the amount of any unpaid Servicing Fees and the change in such amount from that of the prior Payment Date; 

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

(ix)        the aggregate Repurchase Price with respect to Repurchased
Receivables with respect to such Collection Period; 
 (x)        the
number and aggregate Amount Financed of Receivables that were Defaulted Receivables as of the end of such Collection Period; 

(xi)        the number and aggregate Amount Financed of Receivables that were
more than 30 days past due, more than 60 days past due and more than 90 days past due as of the end of such Collection Period; 

(xii)        the Aggregate Monthly Net Loss for such Collection Period and
Cumulative Net Losses as of the end of such Collection Period; 

(xiii)        the Pool Balance for such Payment Date as of the beginning and the
end of such Collection Period; 
 (xiv)        the weighted average
interest rate and weighted average number of months to maturity of the Receivables as of the beginning and the end of such Collection Period; 
  


					
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 (xv)        the applicable Record
Date, Determination Date and Payment Date for such Collection Period; 

(xvi)        the amount of Collections collected by the Servicer during such
Collection Period; 
 (xvii)        the amount of Collections collected
by the Servicer during such Collection Period representing prepayments of principal on the Receivables (other than Liquidation Proceeds); 

(xviii)        the amount of fees, expenses and indemnities to be paid to the
Indenture Trustee, the Owner Trustee and the Servicer by the Issuer with respect to such Payment Date; 

(xix)        any material modifications, extensions or waivers to Receivable
terms, fees, penalties or payments during such Collection Period or that have cumulatively become material over time; 

(xx)        any material breaches of Receivable representations or warranties or
transaction covenants[; and 
 (xxi)        the amount of any Net Swap
Payments, Net Swap Receipts, Senior Swap Termination Payments, Subordinated Swap Termination Payments, Swap Replacement Proceeds and Swap Termination Payments]. 

Each amount set forth pursuant to clause (i) above relating to the Notes shall be expressed as a Dollar amount per $1,000 of the Initial Note
Balance of the Notes (or Class thereof). The Indenture Trustee shall not be responsible for verifying, confirming or recalculating the accuracy of the information provided to it by or at the direction of the Servicer [or the Swap Counterparty].

 (b)        The Indenture Trustee may make available via the Indenture Trustee’s
internet website all reports or notices required to be provided by the Indenture Trustee under this Section 7.4; provided, however, that the Indenture Trustee shall, if requested by any Rating Agency, deliver any reports or
notices under this Section 7.4 in writing to such Rating Agency. Any information that is disseminated in accordance with the provisions of this Section 7.4 shall not be required to be disseminated in any other form or manner.
The Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. 

(c)        The Indenture Trustee’s internet website shall be initially located at
[            ] or at such other address as shall be specified by the Indenture Trustee from time to time in writing to the Noteholders, [the Swap Counterparty,] the Servicer, the Issuer or
any Paying Agent. In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the
dissemination of information in accordance with this Indenture. The Indenture Trustee shall notify Noteholders in writing of any changes in the address or means of access to the internet website where the reports are accessible. 

 


					
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 ARTICLE VIII 

ACCOUNTS, DISBURSEMENTS AND RELEASES 

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

SECTION 8.2 Accounts.   (a) The [Servicer] shall cause to be established: 

(i)        For the benefit of the Noteholders [and the Swap Counterparty], in the
name of the Indenture Trustee, an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders [and the Swap Counterparty], which
Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Collection Account. 

(ii)        For the benefit of the Noteholders [and the Swap Counterparty], in
the name of the Indenture Trustee, an Eligible Account, which may be a subaccount of the Collection Account (the “Principal Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held
for the benefit of the Noteholders [and the Swap Counterparty], which Eligible Account shall be established by and maintained with the Indenture Trustee or its designee. No checks shall be issued, printed or honored with respect to the Principal
Distribution Account. 
 (iii)        For the benefit of the Noteholders
[and the Swap Counterparty], in the name of the Indenture Trustee, an Eligible Account (the “Reserve Account”, and together with the Collection Account and the Principal Distribution Account, the “Trust Accounts”),
bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders [and the Swap Counterparty], which Eligible Account shall be established by and maintained with the Indenture Trustee or its
designee. No checks shall be issued, printed or honored with respect to the Reserve Account. 

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

 


					
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 (c)        Prior to the acceleration of the Notes
pursuant to Section 5.2 of this Indenture, on each Payment Date, the Indenture Trustee, as Paying Agent, shall distribute all amounts on deposit in the Principal Distribution Account to Noteholders in respect of the Notes to the extent
of the funds therein in the following order of priority: 

(i)        first, to the Class A-1 Notes until the Class A-1
Notes are paid in full; 
 (ii)      second, to the Class A-2 Notes
until the Class A-2 Notes are paid in full; 
 (iii)    third, to the
Class A-3 Notes until the Class A-3 Notes are paid in full; 

(iv)     fourth, to the Class A-4[-A] Notes [and the Class A-4-B Notes,
ratably,] until the Class A-4[-A] Notes [and the Class A-4-B Notes] are paid in full; and 

(v)      fifth, to the Class B Notes until the Class B Notes are paid in full.

 (d)        The Paying Agent will, on each Payment Date, withdraw from the Reserve
Account the Reserve Account Excess Amount, if any, for such Payment Date and deposit such amounts in the Collection Account. 

(e)        The Paying Agent will, on each Payment Date, withdraw from the Reserve Account the
Reserve Account Draw Amount and deposit such amount in the Collection Account. 

(f)        On the Closing Date, the Issuer will cause the Depositor to deposit, or cause to be
deposited from proceeds of the sale of the Notes, into the Reserve Account an amount equal to the Specified Reserve Account Balance. 

SECTION 8.3 General Provisions Regarding Accounts.   (a) Funds on deposit in the Collection Account [or the Swap
Termination Payment Account] prior to the Business Day immediately preceding a Payment Date shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification
(pursuant to standing instructions or otherwise); provided that it is understood and agreed that neither the Indenture Trustee, the Servicer nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments.
Funds on deposit in the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer and of which the Servicer provides notification (pursuant to standing instructions or otherwise);
provided that it is understood and agreed that neither the Indenture Trustee, the Servicer nor the Issuer shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by the
Indenture Trustee as secured party for the benefit of the Noteholders [and the Swap Counterparty]. All Eligible Investments purchased with funds on deposit in the Collection Account [or the Swap Termination Payment Account] shall mature so that such
funds will be available on the Business Day immediately preceding the following Payment Date. All Eligible Investments purchased with funds on deposit in the Reserve Account shall mature so that such funds will be available no later than the
Business Day immediately preceding the following Payment Date (except if such Eligible Investments are obligations of the Indenture Trustee, in which case such Eligible Investments may mature on such Payment Date). No Eligible Investment shall be
sold or otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to such Eligible Investment and the 

 


					
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Servicer directs the Indenture Trustee in writing to dispose of such Eligible Investment. Funds on deposit in the Principal Distribution Account shall remain uninvested. Notwithstanding anything
in this Section 8.3 to the contrary, the Indenture Trustee may, but shall not be required to, invest, for its own benefit, funds in the Collection Account [and the Swap Termination Payment Account] on the Business Day prior to the
Payment Date [(after making any required Net Swap Payments or Swap Termination Payments due on such date)]; provided, however that any such investments shall be in Eligible Investments. 

(b)        The Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Trust Accounts and in all proceeds thereof and all such funds, investments and proceeds shall be part of the Trust Estate (except net investment income specifically allocated to the Indenture Trustee pursuant to this
Section 8.3). Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders [and the Swap Counterparty]. If, at any time, any Trust
Account [or the Swap Termination Payment Account] ceases to be an Eligible Account, the [Servicer] shall promptly notify the Indenture Trustee (unless such Trust Account is an account with the Indenture Trustee) in writing and within 10 Business
Days (or such longer period as to which each Rating Agency may consent) after becoming aware of the fact, establish a new Trust Account [or the Swap Termination Payment Account, as applicable] as an Eligible Account and shall direct the Indenture
Trustee to transfer any cash and/or any investments to such new Trust Account [or the Swap Termination Payment Account, as applicable]. 

(c)        All interest and investment income other than amounts earned one Business Day prior to
the Payment Date, which shall be for the sole benefit of the Indenture Trustee (net of losses and investment expenses) on funds on deposit in the Collection Account (other than interest and investment income earned from one Business Day prior to the
Payment Date) shall constitute Available Collections and shall be distributed in accordance with the provisions of Section 8.4. [All interest and investment income (net of losses and investment expenses) on funds on deposit in the Swap
Termination Payment Account shall be deposited into the Swap Termination Payment Account.] All interest and investment income on funds on deposit in the Reserve Account shall be retained in the Reserve Account. The Indenture Trustee shall not be
directed to make any investment of any funds or to sell any investment held in the Collection Account or the Reserve Account [or the Swap Termination Payment Account] unless the security interest Granted and perfected in such account will continue
to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the
Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. 

(d)        Subject to Section 6.1(c), the Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in either of the Collection Account, the Reserve Account [or the Swap Termination Payment Account] resulting from any loss on any Eligible Investments included therein, except for losses attributable to the
Indenture Trustee’s failure to make payments on any such Eligible Investments issued by the Indenture Trustee in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. 

 


					
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 (e)        If (i) investment directions shall
not have been given in writing by the Servicer in accordance with Section 8.3(a) for any funds on deposit in the Collection Account or Reserve Account [or the Swap Termination Payment Account] to the Indenture Trustee by 11:00 a.m., New
York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not
have been declared due and payable pursuant to Section 5.2 or (iii) if the Notes shall have been declared due and payable following an Event of Default and amounts collected or received from the Trust Estate are being applied in
accordance with Section 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account and the Reserve Account in one or more
Eligible Investments in accordance with the standing instructions most recently given by the Servicer. 

(f)        Except as otherwise provided hereunder or agreed in writing among the parties hereto,
the Issuer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the Issuer of any securities held hereunder, and, in general, to exercise each and every
other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investments, including power to vote upon any securities. 

(g)        Except for the Collection Account, the Reserve Account and the Principal Distribution
Account [and any account established pursuant to Section 2.16], there are no accounts required to be maintained under the Transaction Documents. [No checks shall be issued, printed or honored with respect to any account established pursuant to
Section 2.16.] 
 SECTION 8.4 Distributions.   (a) Prior to any acceleration of the Notes pursuant to
Section 5.2, on each Payment Date, the Paying Agent shall make the following payments and deposits, to the extent of Available Collections and the Reserve Account Draw Amount on deposit in the Collection Account [(including amounts, if
any, paid by the Swap Counterparty)] for such Payment Date, in the following order of priority: 

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

(ii)        [second, to the Swap Counterparty, the Net Swap Payment (to
the extent not paid on the Business Day prior to the Payment Date);] 

(iii)        third, [pro rata based on amounts due to (i) the Swap
Counterparty, any Senior Swap Termination Payments (to the extent not paid on the Business Day prior to the Payment Date), and (ii) ]to the Class A Noteholders, interest on the Class A Notes; 

(iv)        fourth, to the Principal Distribution Account for payment to
the Noteholders, the First Allocation of Principal, if any; 

(v)        fifth, to the Class B Noteholders, interest on the Class B
Notes; 
 (vi)        sixth, to the Principal Distribution
Account for payment to the Noteholders, the Second Allocation of Principal; 
  


					
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 (vii)        seventh, to the
Reserve Account, any additional amounts required to increase the amount in the Reserve Account up to the Specified Reserve Account Balance; 

(viii)        eighth, to the Principal Distribution Account for payment to
the Noteholders, the Regular Allocation of Principal; 

(ix)        [ninth, to the Swap Counterparty, any Subordinated Swap
Termination Payment (to the extent not paid on the Business Day prior to the Payment Date) and any other amounts payable by the Issuer to the Swap Counterparty and not previously paid;] 

(x)        tenth, pro rata based on amounts due to the Owner Trustee, the
Indenture Trustee, the, Administrator and the Servicer, expenses (including indemnification amounts) permitted under the Trust Agreement, the Indenture, the Servicing Agreement and any other Transaction Document, as applicable, which have not been
previously paid; and 
 (xi)        eleventh to the
Certificateholders, any remaining funds. 
 For the avoidance of doubt, the Paying Agent shall not be required to make the foregoing deposits
and payments on any Payment Date to the extent that the related Available Collections were not on deposit in the Collection Account and available for payment on such Payment Date. 

Notwithstanding any other provision of this Section 8.4, following the occurrence and during the continuation of an Event of Default which
has resulted in an acceleration of the Notes, the Paying Agent shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b). 

[Notwithstanding the priority of payments set forth above, on the Business Day prior to each Payment Date, the Indenture Trustee, acting as Paying Agent,
shall distribute from Available Collections then on deposit in the Collection Account the Net Swap Payment and the Swap Termination Payment then due, if any, to the Swap Counterparty; provided that such amounts shall be listed separately on
the Indenture Trustee Certificate as if such amounts were distributed on the Payment Date; provided further, that in no event shall the Swap Counterparty receive a related payment from the Issuer as a result of the Issuer making payments to
the Swap Counterparty on the Business Day prior to such Payment Date that is greater than the payment that the Swap Counterparty would have been entitled to receive in accordance with the priority of payments set forth above if such payments were
made on such Payment Date.] 
 (b)        After the payment in full of the Notes and all
other amounts payable under Section 8.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholder. 

(c)        [Notwithstanding Section 8.4(a), on the Business Day prior to each Payment
Date the Paying Agent shall distribute the Net Swap Payment and Senior Swap Termination Payments then due, if any, to the Swap Counterparty.] 
  


					
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 SECTION 8.5 Release of Collateral.   (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may if permitted and in accordance with the terms hereof, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien
of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. 

(b)        The Indenture Trustee shall, at such time as there are no Notes Outstanding[, all
amounts due to the Swap Counterparty under the Transaction Documents have been paid in full (as certified by an Authorized Officer of the Issuer in an Authorized Officer’s Certificate delivered to the Indenture Trustee)] and all outstanding
fees and expenses of the Owner Trustee and the Indenture Trustee and all sums due the Indenture Trustee pursuant to Section 6.7 have been paid, release any remaining portion of the Collateral from the lien of this Indenture and release
to or to the order of the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Such release shall include release of the lien of this Indenture and transfer of dominion and control over the Trust Accounts to
the Issuer or its designee. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel.

 Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note,
acknowledges that from time to time the Indenture Trustee shall release the lien of this Indenture on any Deficiency Balance sold by the Servicer pursuant to Section 3.3 of the Servicing Agreement or on any Receivable purchased by
(i) the Depositor in accordance with Section 3.3 of the Sale Agreement, (ii) the Servicer in accordance with Section 3.7 of the Servicing Agreement, (iii) the Second Tier Purchaser in accordance with
Section 3.3 of the Third Purchase Agreement, (iv) the First Tier Purchaser in accordance with Section 3.3 of the Second Purchase Agreement or (v) BANA in accordance with Section 3.3 of the First Purchase
Agreement. 
 SECTION 8.6 Opinion of Counsel.   The Indenture Trustee shall receive, unless waived, at least
seven days’ notice when requested by Issuer to take any action pursuant to Section 8.5(a), accompanied by copies of any instruments involved, and [each of] [the Swap Counterparty and] the Indenture Trustee may also require as a
condition to such action, an Opinion of Counsel, in form and substance satisfactory to [the Swap Counterparty and] the Indenture Trustee stating the legal effect of any such action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders [or the Swap Counterparty] in contravention of
the provisions of this Indenture; provided that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to [the Swap Counterparty and] the Indenture Trustee in connection with any such action. 
  


					
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 ARTICLE IX 

SUPPLEMENTAL INDENTURES 

SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.   (a) Without the consent of the Noteholders or
any other Person but with prior notice to each Rating Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures hereto, in form
satisfactory to the 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 Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this
Indenture; 
 (ii)        to evidence the succession, in compliance with
the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes; 

(iii)        to add to the covenants of the Issuer, for the benefit of the
Noteholders [and the Swap Counterparty] or to surrender any right or power herein conferred upon the Issuer; 

(iv)        to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee; 
 (v)        to cure any ambiguity, to
correct or to supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising
under this Indenture or in any supplemental indenture; 
 (vi)        to
evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the
trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or 

(vii)        to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA.

 The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any
further appropriate agreements and stipulations that may be therein contained. 

(b)        The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any Noteholder but with prior notice to the Rating Agencies [and the Swap Counterparty], enter into an indenture or supplemental indentures hereto for the purpose of 

 


					
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adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in
Section 9.2, which require consent of each Noteholder affected thereby) the rights of the Noteholders under this Indenture; provided, (x) (i) that the Rating Agency Condition shall have been satisfied with respect to such
action, or (ii) that such action shall not, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the Depositor, materially and adversely affect the interests of the Noteholders, and (y) that such action shall not, as
evidenced by an Opinion of Counsel, (A) affect the treatment of the Notes as indebtedness for federal income tax purposes, (B) be deemed to cause, for federal income tax purposes, a taxable exchange of the Notes or (C) cause the
Issuer (or any part thereof) to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. 

(c)        Notwithstanding anything to the contrary herein, this Indenture may not be amended in
any way that would materially and adversely affect the Owner’s Trustee’s, Indenture Trustee’s or Administrator’s [or Swap Counterparty’s] rights, privileges, indemnities, duties or obligations under this Agreement, the
Transaction Documents or otherwise without the prior written consent of such party; provided, however, that the Owner Trustee is further required to comply with Section 4.1 of the Trust Agreement to the extent applicable.

 SECTION 9.2 Supplemental Indentures with Consent of Noteholders.   The Issuer and the Indenture Trustee,
when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Note Balance of the Controlling Class [and the Swap Counterparty] (which may
not be unreasonably withheld or delayed), by Act of such Holders delivered to the Issuer, the Indenture Trustee [and the Swap Counterparty], enter into an indenture or supplemental indentures hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby: 
 (i)        change
the Final Scheduled Payment Date of any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application of Collections on, or
the proceeds of the sale of, the Trust Estate to payment of principal of and interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon, if any, is payable, or impair the right to
institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption Date); 

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


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

(iv)        reduce the percentage of the Outstanding Note Balance required to
direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the Outstanding Note Balance plus accrued but unpaid interest, if
any, on the Outstanding Notes [and all amounts owed to the Swap Counterparty]; 

(v)        modify any provision of this Section in any respect adverse to the
interests of the Noteholders except to increase any percentage specified herein or to provide that additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each
Outstanding Note affected thereby; 
 (vi)        modify any of the
provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or
to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; 

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

(viii)        impair the right to institute suit for the enforcement of payment
as provided in Section 5.7. 
 Any such supplemental indenture shall be executed only upon delivery of an Opinion of
Counsel to the same effect as in Section 9.1(b)(ii). 
 It shall not be necessary for any Act of Noteholders under
this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

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

Notwithstanding anything to the contrary herein, this Indenture may not be amended in any way that would adversely affect the
Owner’s Trustee’s, Indenture Trustee’s, [Swap Counterparty’s] or Administrator’s rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise without the prior written
consent of 
  


					
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such party; provided, however, that the Owner Trustee is further required to comply with Section 4.1 of the Trust Agreement to the extent applicable. 

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

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

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

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

REDEMPTION OF NOTES 

SECTION 10.1 Redemption.   The Notes will be redeemed at the direction of the Servicer pursuant to
Section 6.6 of the Servicing Agreement, on any Payment Date on which (i) the Servicer exercises its option to purchase the Trust Estate (other than the Reserve Account) pursuant to Section 6.6 of the Servicing Agreement
and (ii) all of the conditions set forth in Section 6.6 of the Servicing Agreement for the Servicer’s purchase of the Trust Estate (other than the Reserve Account) are satisfied, for a purchase price equal to the Optional
Purchase Price (as defined below). To exercise such option, the Servicer shall deposit the Optional 
  


					
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Purchase Price into the Collection Account on the Business Day prior to such Payment Date. Following its receipt of written notice from the Servicer of the Servicer’s election to purchase
the outstanding Receivables and the other assets in the Trust Estate (other than the Reserve Account) pursuant to Section 6.6 of the Servicing Agreement, (i) the Indenture Trustee will promptly provide notice of such purchase to
[the Swap Counterparty and] the Noteholders of record and (ii) the Issuer will promptly provide notice of such purchase to the Certificateholders of record. The purchase price (the “Optional Purchase Price”) for the
Servicer’s purchase of the Trust Estate (other than the Reserve Account) under Section 6.6 of the Servicing Agreement shall be equal to the lesser of (x) the fair market value of the Receivables and (y) the aggregate outstanding
Pool Balance plus accrued and unpaid interest on the Receivables, provided, however, that the Indenture Trustee shall not be responsible for determining the fair market value of the Receivables. 

SECTION 10.2 Form of Redemption Notice.   Notice of redemption under Section 10.1 shall be given by the
Indenture Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed prior to the applicable Redemption Date to each Holder of Notes as of the close of business on the Record Date preceding the applicable Redemption Date, at
such Holder’s address appearing in the Note Register. 
 All notices of redemption shall state: 

(i)        the Redemption Date; 

(ii)        the Redemption Price; 

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

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

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

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



					
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 ARTICLE XI 

MISCELLANEOUS 

SECTION 11.1 Compliance Certificates and Opinions, Etc.   (a) Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee [and the Swap Counterparty] (i) an Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with that satisfies TIA Section 314(c)(1) or (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been
complied with that satisfies TIA Section 314(c)(2) and (iii) if required by the TIA in the case of condition precedent compliance with which is subject to verification by accountants, a certificate or opinion of an accountant that
satisfies TIA Section 314(c)(3), except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be
furnished. 
 Every certificate or opinion in accordance with TIA Section 314(e) with respect to compliance with a
condition or covenant provided for in this Indenture shall include: 

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

(ii)        a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based; 

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

(iv)        a statement as to whether, in the opinion of each such signatory such
condition or covenant has been complied with. 
 (b)        (i) Prior to the deposit of
any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee [and the Swap Counterparty] an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value in
accordance with TIA Section 314(d) (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. 

(ii)        Whenever the Issuer is required to furnish to the Indenture Trustee [or the Swap
Counterparty] an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee [and the Swap Counterparty] an
Independent Certificate as to the same matters, if the fair value 
  


					
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in accordance with TIA Section 314(d) to the Issuer of the property or securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since
the commencement of then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) and this clause (ii), is 10% or more of the Note Balance, but such a certificate need not be furnished
with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Note Balance. 

(iii)        Other than as contemplated by Section 11.1(b)(v), whenever any property
or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee [and the Swap Counterparty] an Officer’s Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in
contravention of the provisions hereof. 
 (iv)        Whenever the Issuer is required
to furnish to the Indenture Trustee [or the Swap Counterparty] an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the
Indenture Trustee [and the Swap Counterparty] an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property other than Repurchased Receivables, or securities released from the lien of
this Indenture since the commencement of then current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Note Balance, but such certificate need not be
furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of then Note Balance. 

(v)        Notwithstanding Section 2.9 or any other provision of this Section, the
Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (B) make cash payments out of the Trust Accounts as and to the
extent permitted or required by the Transaction Documents. 
 SECTION 11.2 Form of Documents Delivered to the Indenture
Trustee.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents. 
 Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with
respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the Servicer, the Depositor, or the Issuer, stating that 
  


					
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the information with respect to such factual matters is in the possession of the Servicer, the Depositor, or the Issuer, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is
required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided
that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to
the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in
Article VI. 
 SECTION 11.3 Acts of Noteholders.  (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this
Section. 
 (b)        The fact and date of the execution by any person of any such
instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. 

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

(d)        Any request, demand, authorization, direction, notice, consent, waiver or other action
by any Noteholder shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance
thereon, whether or not notation of such action is made upon such Note. 
 SECTION 11.4 Notices.  All demands,
notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each
case as specified on Schedule I to the Sale Agreement or at such other address as shall be 
  


					
		  	57	  	20[    ]-[    ] Indenture









 
designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient
entitled to receive such notices located at the address of such recipient for notices hereunder. 
 SECTION 11.5 Notices to
Noteholders [and the Swap Counterparty]; Waiver.  Where this Indenture provides for notice to Noteholders [and the Swap Counterparty] of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class, postage prepaid or via Electronic Transmission to each Noteholder [and the Swap Counterparty] affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders [and the Swap Counterparty] is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any
particular Noteholder [or the Swap Counterparty] shall affect the sufficiency of such notice with respect to other Noteholders [or the Swap Counterparty], and any notice that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given. 
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by any
Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a waiver. 
 In case, by reason of the suspension of regular
mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. 

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or
obligations created hereunder, and shall not under any circumstance constitute a Default or an Event of Default. 
 SECTION 11.6
Holder Certification.  As a condition to the payment of principal of and interest on any Note without the imposition of U.S. withholding tax, the Paying Agent shall require certification from the Holder acceptable to it to enable
the Paying Agent to determine its duties and liabilities with respect to any taxes or other charges that it or the Issuer may be required to pay, deduct or withhold from payments in respect of such Note or the Holder of such Note under any present
or future law or regulation of the United States or any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. Such certification includes applicable U.S.
federal income tax forms (such as IRS Form W-8BEN (Certification of Foreign Status of Beneficial Owner), IRS Form W-8IMY (Certification of Foreign Intermediary Status), IRS Form W-9 (Request for Taxpayer Identification Number and Certification), IRS
Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or IRS Form W-8EXP (Certification of Foreign Government or Other Foreign Organization
for United States Tax Withholding) or any successors to such IRS Forms). Each Holder agrees to provide any 
  


					
		  	58	  	20[    ]-[    ] Indenture









 
certification that is requested by the Paying Agent pursuant to this paragraph and to update or replace and deliver such form or certification to the Paying Agent to
[                        ], Attn: BAAT 20[    ]-[    ] (or such other address as the
Paying Agent shall provide) in accordance with its terms (see the instructions to the applicable IRS Forms for a description of the change in circumstances and applicable form expiration provisions mandating an update or replacement of previously
submitted forms) or as reasonably requested by the Paying Agent unless in any such case, as a result of a change in law occurring prior to the date on which any such delivery would be required, the Holder is no longer eligible to deliver the
tax-applicable form described above and so advises the Paying Agent in writing. 
 SECTION 11.7 Conflict with Trust Indenture
Act.  If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

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

SECTION 11.8 Information Requests. 

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

(b)        The Indenture Trustee shall furnish to the Owner Trustee from time to time information
(which is in the possession of the Indenture Trustee) regarding the Issuer or the Transaction Documents as the Owner Trustee shall reasonably request. The Indenture Trustee shall furnish to the Owner Trustee and the Depositor upon request, a copy of
the Note Register. 
 SECTION 11.9 Effect of Headings and Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 11.10
Successors and Assigns.    All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors. 
 SECTION 11.11 Separability.  In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 11.12 Benefits of Indenture.  The Owner Trustee [and the Swap Counterparty] shall be a third-party beneficiary
of this Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their 

 


					
		  	59	  	20[    ]-[    ] Indenture









 
successors hereunder, [the Swap Counterparty and] the Noteholders, any other party secured hereunder and any other Person with an ownership interest in any part of the Trust Estate, any benefit
or any legal or equitable right, remedy or claim under this Indenture. 
 SECTION 11.13 Legal Holidays.  In any
case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. 

SECTION 11.14 Governing Law.    THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL OTHER CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 SECTION 11.15 Counterparts.  This
Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

SECTION 11.16 Recording of Indenture.  If this Indenture is subject to recording in any appropriate public recording
offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. 
 SECTION 11.17 Trust
Obligation.  Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner or a beneficial interest in a Note, by accepting the benefits of this Indenture, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Depositor, the Second Tier Purchaser, the First Tier Purchaser, BANA, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith, against (i) the Depositor, the Second Tier Purchaser, the First Tier Purchaser, BANA, the Servicer, the Indenture Trustee or the Owner Trustee in their respective
individual capacities, (ii) any Certificateholder or any other owner of a beneficial interest in the Issuer or (iii) the Depositor, the Second Tier Purchaser, the First Tier Purchaser, BANA, the Servicer, the Indenture Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, the Second Tier Purchaser, the First Tier Purchaser, BANA, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign
of the Depositor, the Second Tier Purchaser, the First Tier Purchaser, BANA, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any

  


					
		  	60	  	20[    ]-[    ] Indenture









 
unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 

SECTION 11.18 No Petition.    Each of the Indenture Trustee, by entering into this Indenture, and each
Noteholder and Note Owner, by accepting a Note or, in the case of a Note Owner, a beneficial interest in a Note, [and the Swap Counterparty by entering into the Interest Rate Swap Agreements] hereby covenants and agrees that prior to the date which
is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties, (i) such party shall not authorize any Bankruptcy Remote Party to commence a
voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any
such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally,
any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence, join or institute against, with any other Person, any Proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 

SECTION 11.19 Intent.    It is the intent of the Issuer that the Notes constitute indebtedness for all
financial accounting purposes and the Issuer agrees and each purchaser of a Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed, to treat the Notes as indebtedness for all financial accounting
purposes. 
 SECTION 11.20 Submission to Jurisdiction; Waiver of Jury Trial.  Each of the parties hereto hereby
irrevocably and unconditionally: 
 (a)        submits for itself and its property in
any legal action or Proceeding relating to this Indenture or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts
of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; 

(b)        consents that any such action or Proceeding may be brought in such courts and waives
any objection that it may now or hereafter have to the venue of such action or Proceeding in any such court or that such action or Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

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

 


					
		  	61	  	20[    ]-[    ] Indenture









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

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

SECTION 11.21 Subordination of Claims.    The Issuer’s obligations under this Indenture are obligations
solely of the Issuer and will not constitute a claim against the Depositor to the extent that the Issuer does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, each of the Owner
Trustee (in its individual capacity and as the Owner Trustee), by accepting the benefits of this Indenture, a Certificateholder, by accepting a Certificate, the Indenture Trustee (in its individual capacity and as Indenture Trustee), by entering
into this Indenture, and each Noteholder and each Note Owner [and the Swap Counterparty], by accepting the benefits of this Indenture, hereby acknowledges and agrees that such Person has no right, title or interest in or to the Other Assets of the
Depositor. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, each of the Owner Trustee, the Indenture Trustee, each Noteholder or Note Owner and any Certificateholder either (i) asserts an
interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or
otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then such Person further acknowledges and agrees that any such interest, claim or benefit in
or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from,
entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including
insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning
of Section 510(a) of the Bankruptcy Code. Each of the Indenture Trustee (in its individual capacity and as the Indenture Trustee), by entering into or accepting this Indenture, a Certificateholder, by accepting a Certificate, and the Owner
Trustee, and each Noteholder or Note Owner, by accepting the benefits of this Indenture, hereby further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section and the terms of this Section may be enforced by an
action for specific performance. The provisions of this Section will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Indenture. 

SECTION 11.22 Limitation of Liability of Owner Trustee.    It is expressly understood and agreed by and
between the parties hereto that (i) this Indenture is executed and delivered by [                      ], not in its individual
capacity but solely as Owner Trustee under the Trust Agreement in the exercise of the power and authority conferred and vested in it as such Owner Trustee, (ii) each of the representations, undertakings and agreements made herein by the Issuer
are not personal representations, undertakings and agreements of [                      ], but are

  


					
		  	62	  	20[    ]-[    ] Indenture









 
binding only on the trust estate created pursuant to the Trust Agreement, (iii) nothing contained herein shall be construed as creating any liability on
[                        ], individually or personally, to perform any covenant of the Issuer either expressed or implied
contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under any such party, and (iv) under no circumstances shall
[                      ] be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture. 

SECTION 11.23 [Limitation of Rights.  All of the rights of the Swap Counterparty in, to and under this Indenture or any
other Transaction Document (including, but not limited to, all of the Swap Counterparty’s rights as a third-party beneficiary of this Indenture and all of the Swap Counterparty’s rights to receive notice of any action hereunder or under
any other Transaction Document and to give or withhold consent to any action hereunder or under any other Transaction Document) shall terminate upon the termination of the related Interest Rate Swap Agreement in accordance with the terms thereof and
the payment in full of all amounts owing to the Swap Counterparty under such Interest Rate Swap Agreement.] 
 [Remainder of Page
Intentionally Left Blank] 
  


					
		  	63	  	20[    ]-[    ] Indenture









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

	
	 BANK OF AMERICA AUTO TRUST 20[  ]-[  ]

 

By:  [                
    ], not in its

        individual capacity but solely as 
Owner Trustee

	
	By: _____________________________________
	 Name:

Title:



  

 
  
  

 
  


					
		  	S-1	  	20[    ]-[    ] Indenture










	
	
[                    ],

a national banking association, not in its individual

capacity but solely as the Indenture Trustee

	
	By: _____________________________________
	 Name:

Title:



  

 
  
  

 


					
		  	S-2	  	20[    ]-[    ] Indenture









 EXHIBIT A 

Form of Notes 

FORM OF CLASS [A-1], [A-2], [A-3], [A-4-A], [A-4-B], [B] NOTE 

 

			
	REGISTERED	  	$_________________1

	No. R-        	  	CUSIP NO. [ ____________]
		  	ISIN [ ____________]

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

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
 BY ACQUIRING THIS NOTE, EACH PURCHASER OR TRANSFEREE WILL BE
DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) IT IS NOT ACQUIRING THE NOTES WITH THE PLAN ASSETS OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF
ANY OF THE FOREGOING (ANY OF (I), (II) OR (III), A “BENEFIT PLAN”) OR ANY GOVERNMENTAL PLAN, NON-U.S. PLAN OR CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN OR RETIREMENT ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B)(I) THE NOTES ARE RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY A RATING AGENCY AT THE TIME OF PURCHASE OR TRANSFER, AND (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE
WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF 
  

 

	1
	 Denominations of $100,000 and integral multiples of $1,000 in excess thereof.



  


					
		  	A-1	  	20[    ]-[    ] Indenture









 
ERISA, SECTION 4975 OF THE CODE OR A NONEXEMPT VIOLATION OF ANY SIMILAR APPLICABLE LAW. 

BANK OF AMERICA AUTO TRUST 20[__] - [__] 

CLASS [A-1 [__]%], [A-2 [__]%], [A-3 [__]%], [A-4-A [__]%], [A-4-B LIBOR + [__]%], 

[B [__]%] AUTO LOAN ASSET BACKED NOTE 

Bank of America Auto Trust 20[__] - [__], a statutory trust organized and existing under the laws of the State of Delaware (including any
successor, the “Issuer”), for value received, hereby promises to pay to                     , or registered assigns, the
principal sum of
                                        
DOLLARS ($                      ), in monthly installments on the 15th of each month, or if such day is not a Business Day, on the
next Business Day, commencing on [                      ] (each, a “Payment Date”) until the principal of this Note
is paid or made available for payment, and to pay interest due and payable on each Payment Date on the Class [A-1], [A-2], [A-3], [A-4-A], [A-4-B], [B] Note Balance as of the preceding Payment Date (after giving effect to all payments of principal
made on or prior to the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date, at the rate per annum shown above (the “Interest Rate”), in each case as and to the extent set forth in Sections
2.7, 3.1, 5.4(b), 8.2 and 8.4, as applicable, of the Indenture; provided, however, that the entire Class [A-1], [A-2], [A-3], [A-4-A], [A-4-B], [B] Note Balance and all accrued interest thereon shall be due and
payable on the earliest of (i) the Payment Date occurring in [     ] (the “Final Scheduled Payment Date”), (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture and
(iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. Interest on this Note will accrue for each Payment Date [from and including the preceding Payment Date (or, in the case of
the initial Payment Date, from and including the Closing Date) to but excluding the current Payment Date. Interest will be computed on the basis of the actual number of days elapsed and a 360-day
year.]2 [from and including the
15th day of the preceding month (or, in the case of the
initial Payment Date, from and including the Closing Date) to but excluding the
15th day of the current month. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.]3
Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. 
 The principal of and
interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this Note. 
 Reference is made to
the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
  

 

	2
	The Class A-1 Notes and the Class A-4-B Notes. 


	3
	The Class A-2 Notes, the Class A-3 Notes, the Class A-4-A and the Class B Notes Notes. 


 


					
		  	A-2	  	









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

 
  
  

 
  
  


					
		  	A-3	  	









 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 
 Dated:
                     , 2010 

	
	 BANK OF AMERICA AUTO TRUST 20[__] -

[__]
  

By:  [               
                     ], not in its

        individual capacity but solely as Owner

        Trustee

	
	By: ____________________________________
	 Name: __________________________________

Title: ___________________________________



  

 
  
  

 


					
		  	A-4	  	









 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

Dated:                   
    , 2010 
  

			
	[                           
                                         
]
		
	By:	 	 
	    Authorized Signatory


  

 
  
  

 


					
		  	A-5	  	









 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class [A-1 [__]%], [A-2 [__]%], [A-3 [__]%], [A-4-A
[__]%], [A-4-B LIBOR + [__]%], [B [__]%] Auto Loan Asset-Backed Notes (herein called the [A-1], [A-2], [A-3], [A-4-A], [A-4-B], [B] Notes” or the “Notes”), all issued under an Indenture dated as of
[                          ], (such Indenture, as supplemented or amended, is herein called the
“Indenture”), between the Issuer and
[                                    ], a
[                                ], not in its individual capacity but solely as
trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights
and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall
have the meanings assigned to them in Appendix A of the Sale Agreement. 
 The Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the Indenture. [The Class B Notes are subordinated to the Class A Notes, and are secured by the collateral pledged as security therefor on a subordinated basis as provided in
the Indenture.] All covenants and agreements made by the Issuer in the Indenture are for the benefit of the Holders of the Notes. 

Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, that the
entire Class [A-1], [A-2], [A-3], [A-4-A], [A-4-B], [B] Note Balance shall be due and payable on the earliest of (i) the Final Scheduled Payment Date, (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture
and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. All principal payments on the Class [A-1], [A-2], [A-3], [A-4-A], [A-4-B], [B] Notes shall be made pro rata to the
Class [A-1], [A-2], [A-3], [A-4-A], [A-4-B], [B] Noteholders entitled thereto. 
 Payments of principal of and interest on this
Note due and payable on each Payment Date, Redemption Date or upon acceleration shall be paid to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business
on the related Record Date by wire transfer, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such nominee. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall
be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder
hereof as of the Record Date preceding such Payment Date or Redemption Date by notice mailed prior to such final Payment Date or Redemption Date and the amount then due and payable shall be payable only upon

  


					
		  	A-6	  	









 
presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the place specified by the Indenture Trustee in such notice. 

If the Issuer defaults on a payment of interest on this Note, the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the Interest Rate, which shall be due and payable on the Payment Date following such default. The Issuer shall pay such defaulted interest to the Persons who are Noteholders on the Record Date for such following
Payment Date. 
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest
in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Depositor, [any intermediate purchaser], BANA, the Servicer, the Owner Trustee, the Indenture Trustee or the
Administrator on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Depositor, [any intermediate purchaser], BANA, the Servicer, the Owner Trustee, the Indenture
Trustee or the Administrator in their respective individual capacities, (ii) any Certificateholder or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Depositor, [any intermediate purchaser], BANA, the Servicer, the Owner Trustee, the Indenture Trustee or the Administrator in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, [any intermediate
purchaser], BANA, the Servicer, the Owner Trustee, the Indenture Trustee or the Administrator or of any successor or assign of the Depositor, [any intermediate purchaser], BANA, the Servicer, the Owner Trustee, the Indenture Trustee or the
Administrator in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 

It is the intent of the Issuer, the Indenture Trustee, the Noteholders and the Note Owners that, for purposes of federal and state income
tax and any other tax measured in whole or in part by income, this Note will qualify as indebtedness of the Issuer. The Noteholders, by acceptance of this Note, agree to treat, and to take no action inconsistent with the treatment of, the Notes for
such tax purposes as indebtedness of the Issuer. 
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a
Note Owner, a beneficial interest in a Note, covenants and agrees that, prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy
Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy
Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with
respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding

  


					
		  	A-7	  	









 
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote
Party, and (ii) none of the parties hereto shall commence, join or institute against, with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation or insolvency law or
statute now or hereafter in effect in any jurisdiction. 
 This Note and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York general obligations law but excluding to the maximum extent permitted by law all other conflict of law provisions, and the obligations, rights
and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 
 No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed. 
  


					
		  	A-8	  	









 ASSIGNMENT 

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

_______________________________________________________________________________________________________ 

FOR VALUE RECEIVED, the undersigned hereby sells, 

assigns and transfers unto _________________ 

                       
                                         
                        (name and address of assignee) 

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

                Dated: 
                   

                       
     ____________________ */ 
 Signature Guaranteed: 

_____________________________________ 

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended. 
             ___________________________

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


					
		  	A-9	  	









 EXHIBIT B 

FORM OF INDENTURE TRUSTEE’S CERTIFICATE 

[Attached] 
  

 
  
  


					
		  	B-1	  	20[    ]-[    ] Indenture









 SCHEDULE I 

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 

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

 

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

  

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

  

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


 

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


Creation 
  

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


 Perfection 
  

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

  


					
		  	Sch I-1	  	20[    ]-[    ] Indenture










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


(i)        All original executed copies of each such instrument or tangible chattel paper have
been delivered to the Indenture Trustee; or 
 (ii)        Such instruments or tangible
chattel paper are in the possession of the Custodian and the Indenture Trustee has received a written acknowledgment from the Custodian that such Person is holding such instruments or tangible chattel paper solely on behalf and for the benefit of
the Indenture Trustee, as pledgee of the Issuer; or 
 (iii)        The Custodian
received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from the Custodian that such Person is acting solely as agent of the Indenture Trustee, as pledgee of the Issuer.

  

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


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

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

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


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

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

Priority 
  

	10.	The Issuer has not authorized the filing of, or is not aware of, any financing statements against the Issuer that include a description of collateral covering the
Receivables other than any financing statement (i) relating to the conveyance of the Receivables by BANA to the First Tier Purchaser under the First Purchase Agreement, (ii) relating to the conveyance of the Receivables by the First Tier
Purchaser to the Second Tier Purchaser under the Second Purchase Agreement, (iii) relating to the conveyance of the Receivables by Second Tier Purchaser to the Depositor under the Third Purchase Agreement, (iv) relating to the conveyance
of the Receivables by the Depositor to the Issuer under the Sale Agreement, (v) relating to the security interest Granted to the Indenture Trustee hereunder or (vi) that has been terminated. 


 


					
		  	Sch I-2	  	20[    ]-[    ] Indenture










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


 

	12.	Neither the Issuer nor a custodian holding any Receivable that is electronic chattel paper has communicated an authoritative copy of any loan agreement that constitutes
or evidences such Receivable to any Person other than the Servicer. 

  

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

  

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


 

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


Survival of Perfection Representations 
  

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


No Waiver 
  

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


Issuer to Maintain Perfection and Priority 
  


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


  


					
		  	Sch I-3	  	20[    ]-[    ] Indenture










	 	
any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Receivables as a first-priority interest.


  
  
  

 
  


					
		  	Sch I-4	  	20[    ]-[    ] Indenture