Common use of Information to Be Provided by the Indenture Trustee Clause in Contracts

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery actual knowledge by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (xix) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the The Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorTransferor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the DepositorTransferor, in writing, such updated information. The Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Transferor such information necessary regarding the Indenture Trustee as is requested for the purpose of compliance with Item 1117 Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information. Such information shall include, at a minimum: (aA) the Indenture Trustee’s name and form of organization; (bB) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee an Indenture Trustee for asset-backed securities transactions involving receivables of the same type as the Receivablescredit or charge card receivables; (cC) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor Transferor in writing in advance of such Securitization Transaction: (i1) the sponsor; (ii2) any depositor; (iii3) the issuing entity; (iv4) any servicer; (v5) any trustee; (vi6) any originator; (vii7) any significant obligor; (viii) 8) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x9) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. For so (a) So long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, each of the Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing in March 2016, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any such repurchase or replacement request, no later than the 5th Business Day after the last day of each calendar month, provide notice to the Seller and the Servicer (each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by the Servicer and the Indenture Trustee, of the following parties request or any requests of (i) all demands communicated to a Securitization Transaction, as Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such parties are identified Receivable and (ii) any actions taken by the Indenture Trustee with respect to such demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the Santander Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesrequest.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2018, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if any) for to comply with the purpose provisions of compliance with Item 1117 Items 1104(e), 1121(c), 1117, 1119 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1121(c) and 1104(e), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2013 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2013 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Owner Trustee; and (xvi) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vi) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1104(e) and 1121(c), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2018 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2018 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Asset Representations Reviewer; and (xvii) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vii) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2016, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1104(e) and 1121(c), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2020 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2020 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Asset Representations Reviewer; and (xvii) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vii) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1 and Items 1104(e) and 1121(c), however, that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2016 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2016 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Financial, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Owner Trustee; and (xvi) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vi) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five (5) Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.05 of this Agreement or Section 5.04 of the Pooling and Servicing Agreement, as applicable.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1 and Items 1104(e) and 1121(c), however, that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2014 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2014 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Financial, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Owner Trustee; and (xvi) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vi) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five (5) Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.05 of this Agreement or Section 5.04 of the Pooling and Servicing Agreement, as applicable.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if any) for to comply with the purpose provisions of compliance with Item 1117 Items 1104(e), 1121(c), 1117, 1119 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1121(c) and 1104(e), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2015 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2015 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Owner Trustee; and (xvi) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vi) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2025, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any repurchase or replacement request with respect to any Receivable, no later than the fifth Business Day after the last day of each calendar month, provide notice to the Seller and BAC (each, a “Bridgecrest Party” and, collectively, the “Bridgecrest Parties”), in a form to be mutually agreed upon by BAC and the Indenture Trustee, of (i) all demands communicated to a Responsible Officer of the following parties Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable and (ii) any actions taken by the Indenture Trustee with respect to a Securitization Transaction, as such parties are identified demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Bridgecrest Party, at any time such Bridgecrest Party reasonably feels necessary, provide notification to the Bridgecrest Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyrequest. In connection with no event shall the above-listed parties, Indenture Trustee be deemed to be a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained “securitizer” as defined in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding Section 15G(a) of the asset-backed securitiesExchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 20XX, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2024, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2022, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1 and Items 1104(e) and 1121(c), however, that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2015 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2015 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Financial, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Owner Trustee; and (xvi) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vi) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five (5) Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.05 of this Agreement or Section 5.04 of the Pooling and Servicing Agreement, as applicable.

Information to Be Provided by the Indenture Trustee. (a) It is agreed and acknowledged that the purpose of this Section 3.10 is to facilitate compliance by the Purchaser and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor the Issuer shall exercise its right to request delivery of information or other performance under this Section 3.10 other than in good faith, or for purposes other than the Issuer’s or the Purchaser’s compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the Commission thereunder (or to provide disclosure related to a private offering comparable to that required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Purchaser or the Issuer for information regarding the Indenture Trustee, including but not limited to, information which is required in order to enable the Purchaser and the Issuer to comply with Items 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture. (b) The Indenture Trustee shall be deemed to represent to the Purchaser and the Issuer, as of the date on which information is provided to Purchaser pursuant to this Section 3.10, except as disclosed in writing to the Purchaser prior to such date that: (i) none of the execution or the delivery by the Indenture Trustee of this Indenture, the performance by the Indenture Trustee of its obligations under this Indenture nor the consummation of any of the transactions by the Indenture Trustee contemplated hereby, cause the Indenture Trustee to be in violation of (x) any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture, or (y) of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the Noteholders or the right, power and authority of the Indenture Trustee to enter into this Indenture or to perform its obligations under this Indenture. (c) For so long as the Issuing Entity Issuer is required to report under the Securities Exchange Act, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide to the DepositorIssuer, in writing, such information regarding the Indenture Trustee as is requested in writing by the Depositor (if any) Issuer for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorIssuer, and (ii) as promptly as practicable following actual notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorPurchaser, in writing, such updated information. For . (d) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Securities Exchange Act, commencing in 2014, the Indenture Trustee shall (iif requested in writing by the Purchaser in order to comply with Item 1122 of Regulation AB) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Purchaser reports regarding the assessment by the Indenture Trustee as is (if so requested for by the purpose Purchaser) of compliance with Items 1109(a)to the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18 and 1119 Rule 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB; provided. Such reports shall be signed by an Authorized Officer of the Indenture Trustee and shall address each of the servicing criteria specified in Exhibit C or such criteria as mutually agreed upon by the Purchaser and the Indenture Trustee. (e) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Securities Exchange Act, howevercommencing in 2014, that the Indenture Trustee shall not (if requested in writing by the Purchaser in order to comply with Item 1122 of Regulation AB) deliver to the Purchaser a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board and in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act. (f) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to provide such information report under the Securities Exchange Act, commencing in 2014, the Indenture Trustee shall (if requested in writing by the Purchaser in order to comply with Item 1122 of Regulation AB) deliver to the Purchaser and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Securities Exchange Act (pursuant to Section 302 of the Sxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Purchaser a certification substantially in the event form attached hereto as Exhibit D or such form as mutually agreed upon by the Purchaser and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in this Section 3.10(f) may rely on the certification provided by the Indenture Trustee to the Depositor, hereunder in signing a Sarbanes Certification and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to filing such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report Term Notes are outstanding, for the purpose of satisfying the Depositor's reporting obligation under the Exchange ActAct with respect to any class of Term Notes, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding Depositor a written description of (a) any litigation or governmental proceedings pending against the Indenture Trustee as is requested by of the Depositor last day of each calendar month that would be material to Noteholders, and (if anyb) for the purpose of compliance with any affiliations or relationships (as described in Item 1117 1119 of Regulation AB; provided) that develop following the Closing Date between the Indenture Trustee and any Transaction Party of the type described in Section 9.02(a)(iv) or 9.02(a)(v) as of the last day of each calendar year. Any descriptions required with respect to legal proceedings, howeveras well as updates to previously provided descriptions, that under this Section 9.03 shall be given no later than five Business Days prior to the Determination Date following the month in which the relevant event occurs, and any notices and descriptions required with respect to affiliations, as well as updates to previously provided descriptions, under this Section 9.03 shall be given no later than January 31 of the calendar year following the year in which the relevant event occurs. As of the related Payment Date with respect to each Report on Form 10-D with respect to the Term Notes filed by or on behalf of the Depositor, and as of March 15 preceding the date each Report on Form 10-K with respect to the Term Notes is filed, the Indenture Trustee shall not be required deemed to provide such information in the event represent and warrant that there has been no change to the any information previously provided by the Indenture Trustee to the Depositor, under this Article IX is materially correct and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of does not have any material omissions unless the Indenture Trustee of any changes has provided an update to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, The Depositor will allow the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding review any disclosure relating to material litigation against the Indenture Trustee as is requested for prior to filing such disclosure with the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change Commission to the extent the Depositor changes the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. For so (a) So long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, each of the Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing in March 2013, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by pursuant to such clause in signing a Sarbanes Certification and filing such with the Depositor in writing in advance of such Securitization Transaction:Commission. (c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “Santander Party” and, collectively, the “Santander Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated to a Responsible Officer of the sponsor; Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.3 of this Agreement or Section 3.3 of the Purchase Agreement, as applicable and (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support providerpromptly upon request by a Santander Party, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyinformation reasonably requested by a Santander Party to facilitate compliance by the Santander Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In connection with no event shall the above-listed parties, Indenture Trustee be deemed to be a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained “securitizer” as defined in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding Section 15G(a) of the asset-backed securitiesExchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2020, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the The Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated informationinformation necessary for compliance with Item 1117 of Regulation AB. For so long as the Issuing Entity is required to report under the Exchange Act, the The Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1103(a)(1), 1109(a), 1109(b) ), 1118 and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (xix) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. (a) It is agreed and acknowledged that the purpose of this Section 3.10 is to facilitate compliance by the Purchaser and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor the Issuer shall exercise its right to request delivery of information or other performance under this Section 3.10 other than in good faith, or for purposes other than the Issuer’s or the Purchaser’s compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the Commission thereunder (or to provide disclosure related to a private offering comparable to that required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Purchaser or the Issuer for information regarding the Indenture Trustee, including but not limited to, information which is required in order to enable the Purchaser and the Issuer to comply with Items 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture. (b) The Indenture Trustee shall be deemed to represent to the Purchaser and the Issuer, as of the date on which information is provided to Purchaser pursuant to this Section 3.10, except as disclosed in writing to the Purchaser prior to such date that: (i) none of the execution or the delivery by the Indenture Trustee of this Indenture, the performance by the Indenture Trustee of its obligations under this Indenture nor the consummation of any of the transactions by the Indenture Trustee contemplated hereby, cause the Indenture Trustee to be in violation of (x) any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture, or (y) of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the Noteholders or the right, power and authority of the Indenture Trustee to enter into this Indenture or to perform its obligations under this Indenture. (c) For so long as the Issuing Entity Issuer is required to report under the Securities Exchange Act, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide to the DepositorIssuer, in writing, such information regarding the Indenture Trustee as is requested in writing by the Depositor (if any) Issuer for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorIssuer, and (ii) as promptly as practicable following actual notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorPurchaser, in writing, such updated information. For . (d) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Securities Exchange Act, commencing in 2013, the Indenture Trustee shall (iif requested in writing by the Purchaser in order to comply with Item 1122 of Regulation AB) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Purchaser reports regarding the assessment by the Indenture Trustee as is (if so requested for by the purpose Purchaser) of compliance with Items 1109(a)to the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18 and 1119 Rule 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB; provided. Such reports shall be signed by an Authorized Officer of the Indenture Trustee and shall address each of the servicing criteria specified in Exhibit C or such criteria as mutually agreed upon by the Purchaser and the Indenture Trustee. (e) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Securities Exchange Act, howevercommencing in 2013, that the Indenture Trustee shall not (if requested in writing by the Purchaser in order to comply with Item 1122 of Regulation AB) deliver to the Purchaser a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board and in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act. (f) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to provide such information report under the Securities Exchange Act, commencing in 2013, the Indenture Trustee shall (if requested in writing by the Purchaser in order to comply with Item 1122 of Regulation AB) deliver to the Purchaser and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Securities Exchange Act (pursuant to Section 302 of the Sxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Purchaser a certification substantially in the event form attached hereto as Exhibit D or such form as mutually agreed upon by the Purchaser and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in this Section 3.10(f) may rely on the certification provided by the Indenture Trustee to the Depositor, hereunder in signing a Sarbanes Certification and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to filing such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so (a) So long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, each of the Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee as is requested by Trustee, a Responsible Officer of such Person), together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report filing reports under the Exchange Act, commencing in March 2011, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For (a) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in [ ], the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide deliver to the Depositor, in writing, such information Servicer a report regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1117 1122 of Regulation AB; provided. Such report shall be signed by an authorized officer of the Indenture Trustee, howeverand shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (ii) deliver to the Servicer a report of a registered public accounting firm that attests to, that and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Servicer a certification substantially in the event form attached hereto as Exhibit F in such form as mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, signing a Sarbanes Certification and filing such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, Securities and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesExchange Commission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1 and Items 1104(e) and 1121(c), however, that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2017 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2017 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Financial, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Asset Representations Reviewer; and (xvii) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vii) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five (5) Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.05 of this Agreement or Section 5.04 of the Pooling and Servicing Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1104(e) and 1121(c), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2019 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2019 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Asset Representations Reviewer; and (xvii) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vii) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2013, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the The Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorTransferor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the DepositorTransferor, in writing, such updated information. The Indenture Trustee, to the extent in its possession, shall provide to the Transferor in a timely manner, any applicable information necessary for reasonably requested by the Transferor to enable compliance by the Transferor with Item 1117 Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. The Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Transferor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information. Such information shall include, at a minimum: (aA) the Indenture Trustee’s name and form of organization; (bB) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee an Indenture Trustee for asset-backed securities transactions involving receivables of the same type as the Receivablescredit card receivables; (cC) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor Transferor in writing in advance of such Securitization Transaction: (i1) the sponsor; (ii2) any depositor; (iii3) the issuing entity; (iv4) any servicer; (v5) any trustee; (vi6) any originator; (vii7) any significant obligor; (viii) 8) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x9) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2018, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of the following parties to a Securitization TransactionItem 1119 Party, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transactionprovided, that currently exists no such notification need be made if the affiliations or that existed during relationships are unchanged from those provided in the past two years and that is material to an investor’s understanding of notification in the asset-backed securitiesprior calendar year.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2012, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuer or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2020, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any repurchase or replacement request with respect to any Receivable, no later than the fifth Business Day after the last day of each calendar month, provide notice to the Seller and Santander Consumer (each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by Santander Consumer and the Indenture Trustee, of (i) all demands communicated to a Responsible Officer of the following parties Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable and (ii) any actions taken by the Indenture Trustee with respect to a Securitization Transaction, as such parties are identified demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the Santander Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyrequest. In connection with no event shall the above-listed parties, Indenture Trustee be deemed to be a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained “securitizer” as defined in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding Section 15G(a) of the asset-backed securitiesExchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2022, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any repurchase or replacement request with respect to any Receivable, no later than the fifth Business Day after the last day of each calendar month, provide notice to the Seller and Santander Consumer (each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by Santander Consumer and the Indenture Trustee, of (i) all demands communicated to a Responsible Officer of the following parties Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable and (ii) any actions taken by the Indenture Trustee with respect to a Securitization Transaction, as such parties are identified demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the Santander Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyrequest. In connection with no event shall the above-listed parties, Indenture Trustee be deemed to be a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained “securitizer” as defined in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding Section 15G(a) of the asset-backed securitiesExchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if any) for to comply with the purpose provisions of compliance with Item 1117 Items 1104(e), 1121(c), 1117, 1119 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1121(c) and 1104(e), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2016 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2016 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Owner Trustee; and (xvi) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vi) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2023, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent Servicing Criteria specified in Exhibit C as applicable to which the Indenture Trustee has had prior experience serving or such other criteria as trustee mutually agreed upon by the Seller and the Indenture Trustee; (ii) cause a firm of registered public accountants that is qualified and independent with the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver a report for assetinclusion in the Issuer’s filing of Exchange Act Form 10-backed securities transactions involving receivables K that attests to, and reports on, the assessment of the same type as the Receivables; (c) a description of any affiliation between compliance made by the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified delivered to the Indenture Trustee by Seller pursuant to the Depositor preceding paragraph. Such attestation shall be in writing in advance accordance with Rules 1-02(a)(3) and 2-02(g) of such Securitization Transaction: (i) Regulation S-X under the sponsorSecurities Act and the Exchange Act; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. For so (a) So long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, each of the Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing in March 2014, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent to which Servicing Criteria specified in Exhibit C or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the ReceivablesTrustee; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2017, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any such repurchase or replacement request, no later than the 5th Business Day after the last day of each calendar month, provide notice to the Seller and Santander Consumer (each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by Santander Consumer and the Indenture Trustee, of the following parties request or any requests of (i) all demands communicated to a Securitization Transaction, as Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such parties are identified Receivable and (ii) any actions taken by the Indenture Trustee with respect to such demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the Santander Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesrequest.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity Servicer is required to report filing reports under the Exchange ActAct with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorServicer, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABServicer; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, Servicer and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorServicer, in writing, such updated information. For . (b) As soon as available but no later than March 15th of each calendar year for so long as the Issuing Entity Issuer is required to report filing reports under the Exchange Act, commencing in March 15, 2018, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Servicer a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent to which Servicing Criteria specified in Schedule I or such other criteria as mutually agreed upon by the Servicer and the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsorTrustee; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection cause a firm of registered public accountants that is qualified and independent with the abovemeaning of Rule 2-listed parties, 01 of Regulation S-X under the Securities Act to deliver a description report for inclusion in the Issuer’s filing of whether there isExchange Act Form 10-K that attests to, and if so reports on, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside assessment of compliance made by the ordinary course Indenture Trustee and delivered to the Servicer pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from Regulation S-X under the asset-backed securities transaction, that currently exists or that existed during Securities Act and the past two years and that is material to an investor’s understanding of the asset-backed securities.Exchange Act;

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if any) for to comply with the purpose provisions of compliance with Item 1117 Items 1104(e), 1121(c), 1117, 1119 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1121(c) and 1104(e), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2012 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2012 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Owner Trustee; and (xvi) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vi) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.03 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2023, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1104(e) and 1121(c), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against U.S. Bank Trust Company, National Association or any property of U.S. Bank Trust Company, National Association that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2023 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against U.S. Bank Trust Company, National Association or any property of U.S. Bank Trust Company, National Association that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2023 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Asset Representations Reviewer; and (xvii) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vii) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2025, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For (a) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in 2020, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide deliver to the Depositor, in writing, such information Servicer a report regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1117 1122 of Regulation AB; provided. Such report shall be signed by an authorized officer of the Indenture Trustee, howeverand shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (ii) deliver to the Servicer a report of a registered public accounting firm that attests to, that and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Servicer a certification substantially in the event form attached hereto as Exhibit F in such form as mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, signing a Sarbanes Certification and filing such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, Securities and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesExchange Commission.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2022, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent to which the Indenture Trustee has had prior experience serving Servicing Criteria specified in Exhibit C as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Depositor in writing in advance of such Securitization Transaction: (i) Seller and the sponsorIndenture Trustee; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection cause a firm of registered public accountants that is qualified and independent with the abovemeaning of Rule 2-listed parties, 01 of Regulation S-X under the Securities Act to deliver a description report for inclusion in the Issuer’s filing of whether there isExchange Act Form 10-K that attests to, and if so reports on, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside assessment of compliance made by the ordinary course Indenture Trustee and delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from Regulation S-X under the asset-backed securities transaction, that currently exists or that existed during Securities Act and the past two years and that is material to an investor’s understanding of the asset-backed securities.Exchange Act;

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that that, the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing on March 15, 2015, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit A or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent within the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver to the Seller a report for inclusion in the Seller’s filing of Exchange Act Form 10-K with respect to the Issuer that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller, a back-up certification substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) deliver to the Seller the certification substantially in the form attached hereto as Exhibit C or such other form as is mutually agreed upon by the Seller and the Indenture Trustee regarding any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party and any Form 10-D Disclosure Item; provided, that, such notification need only be made if the following affiliation or relationships have changed between the Indenture Trustee and any Item 1119 Party. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Securitization TransactionSarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “Transaction Party” and, collectively, the “Transaction Parties”) with (i) notification, as such parties are identified soon as practicable and in any event within ten (10) Business Days, of all demands communicated to the Indenture Trustee by for the Depositor in writing in advance repurchase or replacement of such Securitization Transaction: (i) any Receivable pursuant to demands under the sponsor; Transaction Documents and (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support providerpromptly upon request by a Transaction Party, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyinformation reasonably requested by a Transaction Party to facilitate compliance by the Transaction Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. The Transaction Parties hereby acknowledge and agreed that the Indenture Trustee’s reporting is limited to information that it has received or acquired solely in its capacity as indenture trustee under this Agreement and the Indenture and not in any other capacity. The Transaction Parties further hereby acknowledge and agree that, other than any express duties or responsibilities as trustee under the Transaction Documents, the Indenture Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity in connection with the above-listed parties, a description of whether there isany Transaction Documents, and if so the general character of, any business relationship, agreement, arrangement, transaction no obligations or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesduties are otherwise implied by this section.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before the fifth (5th) Business Day of each month, provide to notify the DepositorSeller, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that that, the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 1st of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing on March 1, 2024, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide shall: i. deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent Servicing Criteria specified in Exhibit A as applicable to which the Indenture Trustee has had prior experience serving or such other criteria as trustee mutually agreed upon by the Seller and the Indenture Trustee; ii. cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Seller a report for assetinclusion in the Seller’s filing of Exchange Act Form 10-backed securities transactions involving receivables K with respect to the Issuer that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; iii. deliver to the Seller and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the same type Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller, a back-up certification substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by the Receivables;Seller and the Indenture Trustee; and iv. deliver to the Seller the certification substantially in the form attached hereto as Exhibit C or such other form as is mutually agreed upon by the Seller and the Indenture Trustee regarding any affiliations or relationships (cas described in Item 1119 of Regulation AB) a description of any affiliation between the Indenture Trustee and any of Item 1119 Party and any Form 10-D Disclosure Item. The Indenture Trustee acknowledges that the following parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Indenture Trustee further acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Depositor Commission or its staff, consensus among participants in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transactionmarkets, that currently exists advice of counsel, or that existed during otherwise, and agrees to cooperate with the past two years Seller to deliver to the Seller and that is material to an investor’s understanding the Servicer such information necessary in the good faith determination of the asset-backed securitiesSeller or the Servicer to permit the Seller or the Servicer, as applicable, to comply with the provisions of Regulation AB. (c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “Transaction Party” and, collectively, the “Transaction Parties”) with (i) notification, as soon as practicable and in any event within ten (10) Business Days of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to the Transaction Documents and (ii) promptly upon request by a Transaction Party, any other information reasonably requested by a Transaction Party to facilitate compliance by the Transaction Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. The Transaction Parties hereby acknowledge and agreed that the Indenture Trustee’s reporting is limited to information that it has received or acquired solely in its capacity as indenture trustee under this Agreement and the Indenture and not in any other capacity. The Transaction Parties further hereby acknowledge and agree that, other than any express duties or responsibilities as trustee under the Transaction Documents, the Indenture Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity in connection with any Transaction Documents, and no obligations or duties are otherwise implied by this section.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if any) for to comply with the purpose provisions of compliance with Item 1117 Items 1104(e), 1121(c), 1117, 1119 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1121(c) and 1104(e), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2014 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2014 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Owner Trustee; and (xvi) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vi) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if any) for to comply with the purpose provisions of compliance with Item 1117 Items 1104(e), 1121(c), 1117, 1119 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; provided that with respect to Rule 15Ga-1, and Items 1121(c) and 1104(e), only information reasonably accessible to the Indenture Trustee or in its possession need be provided, however, that and the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2012 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Americas or any property of Deutsche Bank Trust Company Americas that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2012 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Owner Trustee; and (xvi) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vi) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2023, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent to which the Indenture Trustee has had prior experience serving Servicing Criteria specified in Exhibit C as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Depositor in writing in advance of such Securitization Transaction: (i) Seller and the sponsorIndenture Trustee; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. For (a) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in 2010, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide deliver to the Depositor, in writing, such information Servicer a report regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1117 1122 of Regulation AB; provided. Such report shall be signed by an authorized officer of the Indenture Trustee, howeverand shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (ii) deliver to the Servicer a report of a registered public accounting firm that attests to, that and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Servicer a certification substantially in the event form attached hereto as Exhibit F in such form as mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, signing a Sarbanes Certification and filing such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, Securities and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesExchange Commission.

Information to Be Provided by the Indenture Trustee. For so (a) So long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, each of the Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee as is requested by Trustee, a Responsible Officer of such Person), together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing in March 2012, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Securitization TransactionSarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “Santander Party” and, collectively, the “Santander Parties”) with (i) notification, as such parties are identified soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee by for the Depositor in writing in advance repurchase or replacement of such Securitization Transaction: (i) any Receivable pursuant to Section 2.3 of this Agreement or Section 3.3 of the sponsor; Purchase Agreement, as applicable and (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support providerpromptly upon request by a Santander Party, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyinformation reasonably requested by a Santander Party to facilitate compliance by the Santander Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction Exchange Act or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesRegulation AB.

Information to Be Provided by the Indenture Trustee. For (a) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in 2016, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide deliver to the Depositor, in writing, such information Servicer a report regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1117 1122 of Regulation AB; provided. Such report shall be signed by an authorized officer of the Indenture Trustee, howeverand shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (ii) deliver to the Servicer a report of a registered public accounting firm that attests to, that and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Servicer a certification substantially in the event form attached hereto as Exhibit F in such form as mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, signing a Sarbanes Certification and filing such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, Securities and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesExchange Commission.

Information to Be Provided by the Indenture Trustee. For so (a) So long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, each of the Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing in March 2015, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any such repurchase or replacement request, no later than the 5th Business Day after the last day of each calendar month, provide notice to the Seller and the Servicer (each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by the Servicer and the Indenture Trustee, of the following parties request or any requests of (i) all demands communicated to a Securitization Transaction, as Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such parties are identified Receivable and (ii) any actions taken by the Indenture Trustee with respect to such demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the Santander Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesrequest.

Information to Be Provided by the Indenture Trustee. For (a) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in 2012, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide deliver to the Depositor, in writing, such information Servicer a report regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1117 1122 of Regulation AB; provided. Such report shall be signed by an authorized officer of the Indenture Trustee, howeverand shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (ii) deliver to the Servicer a report of a registered public accounting firm that attests to, that and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Servicer a certification substantially in the event form attached hereto as Exhibit F in such form as mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, signing a Sarbanes Certification and filing such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, Securities and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesExchange Commission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1104(e) and 1121(c), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against U.S. Bank Trust Company, National Association or any property of U.S. Bank Trust Company, National Association that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2025 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against U.S. Bank Trust Company, National Association or any property of U.S. Bank Trust Company, National Association that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2025 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Asset Representations Reviewer; and (xvii) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vii) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before the fifth (5th) Business Day of each month, provide to notify the DepositorSeller, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that that, the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 1st of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing on March 1, 2020, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide shall: i. deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent Servicing Criteria specified in Exhibit A as applicable to which the Indenture Trustee has had prior experience serving or such other criteria as trustee mutually agreed upon by the Seller and the Indenture Trustee; ii. cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Seller a report for assetinclusion in the Seller’s filing of Exchange Act Form 10-backed securities transactions involving receivables K with respect to the Issuer that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; iii. deliver to the Seller and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the same type Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller, a back-up certification substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by the Receivables;Seller and the Indenture Trustee; and iv. deliver to the Seller the certification substantially in the form attached hereto as Exhibit C or such other form as is mutually agreed upon by the Seller and the Indenture Trustee regarding any affiliations or relationships (cas described in Item 1119 of Regulation AB) a description of any affiliation between the Indenture Trustee and any of Item 1119 Party and any Form 10-D Disclosure Item. The Indenture Trustee acknowledges that the following parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Indenture Trustee further acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Depositor Commission or its staff, consensus among participants in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transactionmarkets, that currently exists advice of counsel, or that existed during otherwise, and agrees to cooperate with the past two years Seller to deliver to the Seller and that is material to an investor’s understanding the Servicer such information necessary in the good faith determination of the asset-backed securitiesSeller or the Servicer to permit the Seller or the Servicer, as applicable, to comply with the provisions of Regulation AB. (c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “Transaction Party” and, collectively, the “Transaction Parties”) with (i) notification, as soon as practicable and in any event within ten (10) Business Days of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to the Transaction Documents and (ii) promptly upon request by a Transaction Party, any other information reasonably requested by a Transaction Party to facilitate compliance by the Transaction Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. The Transaction Parties hereby acknowledge and agreed that the Indenture Trustee’s reporting is limited to information that it has received or acquired solely in its capacity as indenture trustee under this Agreement and the Indenture and not in any other capacity. The Transaction Parties further hereby acknowledge and agree that, other than any express duties or responsibilities as trustee under the Transaction Documents, the Indenture Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity in connection with any Transaction Documents, and no obligations or duties are otherwise implied by this section.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before the fifth (5th) Business Day of each month, provide to notify the DepositorSeller, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that that, the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 1st of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing on March 1, 2023, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide shall: i. deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent Servicing Criteria specified in Exhibit A as applicable to which the Indenture Trustee has had prior experience serving or such other criteria as trustee mutually agreed upon by the Seller and the Indenture Trustee; ii. cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Seller a report for assetinclusion in the Seller’s filing of Exchange Act Form 10-backed securities transactions involving receivables K with respect to the Issuer that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; iii. deliver to the Seller and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the same type Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller, a back-up certification substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by the Receivables;Seller and the Indenture Trustee; and iv. deliver to the Seller the certification substantially in the form attached hereto as Exhibit C or such other form as is mutually agreed upon by the Seller and the Indenture Trustee regarding any affiliations or relationships (cas described in Item 1119 of Regulation AB) a description of any affiliation between the Indenture Trustee and any of Item 1119 Party and any Form 10-D Disclosure Item. The Indenture Trustee acknowledges that the following parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Indenture Trustee further acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Depositor Commission or its staff, consensus among participants in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transactionmarkets, that currently exists advice of counsel, or that existed during otherwise, and agrees to cooperate with the past two years Seller to deliver to the Seller and that is material to an investor’s understanding the Servicer such information necessary in the good faith determination of the asset-backed securitiesSeller or the Servicer to permit the Seller or the Servicer, as applicable, to comply with the provisions of Regulation AB. (c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “Transaction Party” and, collectively, the “Transaction Parties”) with (i) notification, as soon as practicable and in any event within ten (10) Business Days of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to the Transaction Documents and (ii) promptly upon request by a Transaction Party, any other information reasonably requested by a Transaction Party to facilitate compliance by the Transaction Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. The Transaction Parties hereby acknowledge and agreed that the Indenture Trustee’s reporting is limited to information that it has received or acquired solely in its capacity as indenture trustee under this Agreement and the Indenture and not in any other capacity. The Transaction Parties further hereby acknowledge and agree that, other than any express duties or responsibilities as trustee under the Transaction Documents, the Indenture Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity in connection with any Transaction Documents, and no obligations or duties are otherwise implied by this section.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2022, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity Issuer is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in 2007, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 Item 1122 of Regulation AB; provided. Such report shall be signed by an authorized officer of the Indenture Trustee, howeverand shall address each of the Servicing Criteria specified in Exhibit F or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (ii) deliver to the Seller a report of a registered public accounting firm that attests to, that and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Seller a certification substantially in the event form attached hereto as Exhibit G or such form as mutually agreed upon by the Seller and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at signing a minimum: (a) the Indenture Trustee’s name Sarbanes Certification and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as filing such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity Servicer is required to report filing reports under the Exchange ActAct with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorServicer, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABServicer; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorServicer, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorServicer, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report filing reports under the Exchange Act, commencing in March 15, [_______], the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Servicer a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Schedule I or such other criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Servicer pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Servicer and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Servicer substantially in the form attached hereto as Exhibit C or such form as mutually agreed upon by the Servicer and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee agrees to perform all duties and obligations applicable to or required of the following parties Indenture Trustee set forth in Appendix B attached hereto and made a part hereof in all respects and makes the representations and warranties therein applicable to it. (d) The Indenture Trustee shall provide the Depositor and the Servicer (each, a Securitization Transaction“Hyundai Party” and, collectively, the “Hyundai Parties”) with (i) notification, as such parties are identified soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 3.03 of this Agreement or Section 7.02 of the Receivables Purchase Agreement, as applicable, including any Repurchase Request, and (ii) promptly upon written request by a Hyundai Party, any other information reasonably requested by a Hyundai Party in the Indenture Trustee’s possession and that can be provided to the Hyundai Parties without unreasonable effort or expense to facilitate compliance by the Depositor Hyundai Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee have any responsibility or liability in writing in advance of such Securitization Transaction: (i) connection with any filing required to be made by a securitizer under the sponsor; Exchange Act or Regulation AB or with any Hyundai Parties’ compliance with the Exchange Act or Regulation AB or (ii) any depositor; (iii) duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement Basic Documents or support providerthe transactions contemplated thereby. For purposes of this section, a “demand” is limited to a written or oral demand or enforcement of a repurchase remedy received by a Responsible Officer of the Indenture Trustee from a person or entity entitled to request enforcement of a repurchase remedy under the terms of the Basic Documents. A demand does not include general inquiries, including any swap counterparty; (ix) any investor inquiries, regarding asset performance or possible breaches of representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitieswarranties.

Information to Be Provided by the Indenture Trustee. For (a) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in 2024, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide deliver to the Depositor, in writing, such information Servicer a report regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1117 1122 of Regulation AB; provided. Such report shall be signed by an authorized officer of the Indenture Trustee, howeverand shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (ii) deliver to the Servicer a report of a registered public accounting firm that attests to, that and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Servicer a certification substantially in the event form attached hereto as Exhibit F in such form as mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, signing a Sarbanes Certification and filing such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, Securities and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesExchange Commission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if any) for to comply with the purpose provisions of compliance with Item 1117 Items 1104(e), 1121(c), 1117, 1119 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1121(c) and 1104(e), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against [Name of Indenture Trustee] or any property of [Name of Indenture Trustee] that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 20[ ] (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against [Name of Indenture Trustee] or any property of [Name of Indenture Trustee] that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 20[ ] (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator[the [Swap][Cap] Counterparty]; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Asset Representations Reviewer; and (xviii) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vii[i]) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in [ ], the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any such repurchase or replacement request, no later than the 5th Business Day after the last day of each calendar month, provide notice to the Seller and the Servicer (each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by the Servicer and the Indenture Trustee, of the following parties request or any requests of (i) all demands communicated to a Securitization Transaction, as Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such parties are identified Receivable and (ii) any actions taken by the Indenture Trustee with respect to such demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the Santander Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesrequest.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity Servicer is required to report filing reports under the Exchange ActAct with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorServicer, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABServicer; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorServicer, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorServicer, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report filing reports under the Exchange Act, commencing in March 15, 2011, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Servicer a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Schedule I or such other criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Servicer pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Servicer and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Servicer substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Servicer and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by pursuant to such clause in signing a Sarbanes Certification and filing such with the Depositor in writing in advance of such Securitization Transaction:Commission. (ic) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement The Indenture Trustee agrees to perform all duties and obligations applicable to or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding required of the asset-backed securitiesIndenture Trustee set forth in Appendix A attached hereto and made a part hereof in all respects and makes the representations and warranties therein applicable to it.

Information to Be Provided by the Indenture Trustee. For (a) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in 2025, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide deliver to the Depositor, in writing, such information Servicer a report regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1117 1122 of Regulation AB; provided. Such report shall be signed by an authorized officer of the Indenture Trustee, howeverand shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (ii) deliver to the Servicer a report of a registered public accounting firm that attests to, that and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Servicer a certification substantially in the event form attached hereto as Exhibit F in such form as mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, signing a Sarbanes Certification and filing such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, Securities and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesExchange Commission.

Information to Be Provided by the Indenture Trustee. For (a) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in 2007, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each month, provide deliver to the Depositor, in writing, such information Servicer a report regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1117 1122 of Regulation AB; providedAB substantially in the form attached hereto as Exhibit D, howeveror such other form as mutually agreed upon by the Servicer and the Indenture Trustee. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee; (ii) deliver to the Servicer a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Servicer a certification substantially in the event form attached hereto as Exhibit F or such form as mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, signing a Sarbanes Certification and filing such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, Securities and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesExchange Commission.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity Issuer is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Issuer is required to report under the Exchange Act, commencing in 2008, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 Item 1122 of Regulation AB; provided. Such report shall be signed by an authorized officer of the Indenture Trustee, howeverand shall address each of the Servicing Criteria specified in Exhibit F or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (ii) deliver to the Seller a report of a registered public accounting firm that attests to, that and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall not be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to provide such information Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Seller a certification substantially in the event form attached hereto as Exhibit G or such form as mutually agreed upon by the Seller and the Indenture Trustee. The Indenture Trustee acknowledges that there has been no change to the information previously parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes pursuant to such information, provide to the Depositor, clause in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at signing a minimum: (a) the Indenture Trustee’s name Sarbanes Certification and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as filing such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2011, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuer or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the The Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated informationinformation necessary for compliance with Item 1117 of Regulation AB. For so long as the Issuing Entity is required to report under the Exchange Act, the The Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1103(a)(1), 1109(a), 1109(b) ), 1118 and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (xix) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2010, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuer or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as (a) The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Issuing Entity Depositor for information regarding the Indenture Trustee which is required in order to report enable the Depositor to comply with the provisions of Items 1117, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Exchange ActIndenture. (b) Except to the extent disclosed by the Indenture Trustee in subsection (c) or (d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide be deemed to the Depositor, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against The Bank of New York Trust Company, N.A. or any property of The Bank of New York Trust Company, N.A. that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against The Bank of New York Trust Company, N.A. or any property of The Bank of New York Trust Company, N.A. that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2008 a report of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorGMAC, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator;the Swap Counterparty; and (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. party In connection with the parties listed in clauses (i) and (vii) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that that, the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing on March 15, [ ], the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit A or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent within the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver to the Seller a report for inclusion in the Seller’s filing of Exchange Act Form 10-K with respect to the Issuer that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller, a back-up certification substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) deliver to the Seller the certification substantially in the form attached hereto as Exhibit C or such other form as is mutually agreed upon by the Seller and the Indenture Trustee regarding any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party and any Form 10-D Disclosure Item; provided, that, such notification need only be made if the following affiliation or relationships have changed between the Indenture Trustee and any Item 1119 Party. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Securitization TransactionSarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “Transaction Party” and, collectively, the “Transaction Parties”) with (i) notification, as such parties are identified soon as practicable and in any event within ten (10) Business Days, of all demands communicated to the Indenture Trustee by for the Depositor in writing in advance repurchase or replacement of such Securitization Transaction: (i) any Receivable pursuant to demands under the sponsor; Transaction Documents and (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support providerpromptly upon request by a Transaction Party, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyinformation reasonably requested by a Transaction Party to facilitate compliance by the Transaction Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. The Transaction Parties hereby acknowledge and agreed that the Indenture Trustee’s reporting is limited to information that it has received or acquired solely in its capacity as indenture trustee under this Agreement and the Indenture and not in any other capacity. The Transaction Parties further hereby acknowledge and agree that, other than any express duties or responsibilities as trustee under the Transaction Documents, the Indenture Trustee has no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity in connection with the above-listed parties, a description of whether there isany Transaction Documents, and if so the general character of, any business relationship, agreement, arrangement, transaction no obligations or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesduties are otherwise implied by this section.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report Notes are outstanding, for the purpose of satisfying the Depositor's reporting obligation under the Exchange ActAct with respect to any Class of Notes, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the Depositor, in writing, such information regarding Depositor a written description of (a) any litigation or governmental proceedings pending against the Indenture Trustee as is requested by of the Depositor (if any) for the purpose last day of compliance with Item 1117 of Regulation AB; provided, however, each calendar month that the Indenture Trustee shall not would be required material to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorNoteholders, and (iib) any affiliations or relationships (as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, described in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide to the Depositor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b) and Item 1119 of Regulation AB; provided, however, ) that develop following the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation Closing Date between the Indenture Trustee and any Transaction Party of the following parties type described in Section 9.02(a)(iv) or 9.02(a)(v) as of the last day of each calendar year. Any descriptions required with respect to a Securitization Transactionlegal proceedings, as such parties are identified well as updates to previously provided descriptions, under this Section 9.03 shall be given no later than five Business Days prior to the Determination Date following the month in which the relevant event occurs, and any notices and descriptions required with respect to affiliations, as well as updates to previously provided descriptions, under this Section 9.03 shall be given no later than January 31 of the calendar year following the year in which the relevant event occurs. As of the date the Depositor or Master Servicer files each Report on Form 10-D and Report on Form 10-K with respect to the Notes, the Indenture Trustee will be deemed to represent that any information previously provided under this Article IX is materially correct and does not have any material omissions unless the Indenture Trustee has provided an update to such information. The Depositor will allow the Indenture Trustee to review any disclosure relating to material litigation against the Indenture Trustee prior to filing such disclosure with the Commission to the extent the Depositor changes the information provided by the Depositor in writing in advance of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesIndenture Trustee.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to the DepositorSeller, in writing, such information regarding the Indenture Trustee as is requested by the Depositor (if any) Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under the Exchange Act, commencing in 2012, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) deliver to the Seller a description report of a registered public accounting firm that attests to, and reports on, the extent to which assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) (a description “Sarbanes Certification”) on behalf of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2020, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent to which the Indenture Trustee has had prior experience serving Servicing Criteria specified in Exhibit C as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Depositor in writing in advance of such Securitization Transaction: (i) Seller and the sponsorIndenture Trustee; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection cause a firm of registered public accountants that is qualified and independent with the abovemeaning of Rule 2-listed parties, 01 of Regulation S-X under the Securities Act to deliver a description report for inclusion in the Issuer’s filing of whether there isExchange Act Form 10-K that attests to, and if so reports on, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside assessment of compliance made by the ordinary course Indenture Trustee and delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from Regulation S-X under the asset-backed securities transaction, that currently exists or that existed during Securities Act and the past two years and that is material to an investor’s understanding of the asset-backed securities.Exchange Act;

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2018, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. 37 Sale and Servicing Agreement (DRIVE 2017-1) The Indenture Trustee acknowledges that the parties to a Securitization Transaction, as such parties are identified to in clause (iii) above may rely on the certification provided by the Indenture Trustee by the Depositor pursuant to such clause in writing in advance of signing a Sarbanes Certification and filing such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesCommission.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if any) for to comply with the purpose provisions of compliance with Item 1117 Items 1104(e), 1117, 1119, 1121(c), and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1104(e) and 1121(c) and, that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against [Name of Indenture Trustee] or any property of [Name of Indenture Trustee] that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 20[ ] (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against [Name of Indenture Trustee] or any property of [Name of Indenture Trustee] that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 20[ ] (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator[the [Swap][Cap] Counterparty]; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Asset Representations Reviewer; and (xviii) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vii[i]) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2019, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. 37 Sale and Servicing Agreement (DRIVE 2018-4) The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any repurchase or replacement request with respect to any Receivable, no later than the fifth Business Day after the last day of each calendar month, provide notice to the Seller and Santander Consumer (each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by Santander Consumer and the Indenture Trustee, of (i) all demands communicated to a Responsible Officer of the following parties Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable and (ii) any actions taken by the Indenture Trustee with respect to a Securitization Transaction, as such parties are identified demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the Santander Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyrequest. In connection with no event shall the above-listed parties, Indenture Trustee be deemed to be a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained “securitizer” as defined in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding Section 15G(a) of the asset-backed securitiesExchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing on March 15, 2013, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Securitization TransactionSarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW Parties”) with (i) notification, as such parties are identified soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee by for the Depositor in writing in advance repurchase or replacement of such Securitization Transaction: (i) any Receivable pursuant to Section 2.3 of this Agreement or Section 3.3 of the sponsor; Purchase Agreement, as applicable and (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support providerpromptly upon request by a VW Party, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyinformation reasonably requested by a VW Party to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In connection with no event shall the above-listed parties, Indenture Trustee be deemed to be a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained “securitizer” as defined in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding Section 15Ga of the asset-backed securitiesExchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB.

Information to Be Provided by the Indenture Trustee. For so long as the Issuing Entity is required to report under the Exchange Act, the (a) The Indenture Trustee shall (i) on or before agrees to cooperate in good faith with any reasonable request by the fifth Business Day of each month, provide to the Depositor, in writing, such Depositor for information regarding the Indenture Trustee as which is requested by required in order to enable the Depositor (if anyto comply with the provisions of Items 1104(e), 1117, 1119, 1121(c) for the purpose of compliance with Item 1117 and 1122 of Regulation ABAB and Rule 15Ga-1 under the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture; providedprovided that with respect to Rule 15Ga-1, howeverand Items 1104(e) and 1121(c), that the Indenture Trustee shall not be required to provide such information in deemed a “securitizer” under Regulation AB or under the event that there has been no change Exchange Act. (b) Except to the information previously provided extent disclosed by the Indenture Trustee to the Depositor, and in subsection (iic) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information. For so long as the Issuing Entity is required to report under the Exchange Act(d) below, the Indenture Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide be deemed to have represented to the Depositor on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against U.S. Bank Trust Company, National Association or any property of U.S. Bank Trust Company, National Association that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such information regarding the Certificates. (c) The Indenture Trustee as is requested for the purpose of compliance with Items 1109(a)shall, 1109(b) and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such informationany information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information. (d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2024 (or, if such day is not a Business Day, the next succeeding Business Day), a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against U.S. Bank Trust Company, National Association or any property of U.S. Bank Trust Company, National Association that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates. (e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2024 (or, if such day is not a Business Day, the next succeeding Business Day) a certificate of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information necessary regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 1119 of Regulation AB. Such information shall include, at a minimum: (a) the Indenture Trustee’s name and form of organization; (b) a description of the extent to which the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) minimum a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transactionthis securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of such Securitization Transactionthis securitization transaction: (i) the sponsorDepositor; (ii) any depositorAlly Bank, as sponsor; (iii) the issuing entityIssuing Entity; (iv) any servicerthe Servicer; (v) any trusteethe Owner Trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewerthe Asset Representations Reviewer; and (xvii) any other material transaction party. . (f) In connection with the parties listed in clauses (i) through (vii) above-listed parties, the Indenture Trustee shall include a description of whether there is, and if so so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-asset backed securitiessecurities issued in this securitization transaction. (g) The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days, of (i) all demands communicated to the Indenture Trustee for the repurchase of any Receivable pursuant to Section 2.04 of the Trust Sale Agreement or Section 2.11 of this Agreement, as applicable and (ii) all requests by Verified Note Owners to communicate with other Noteholders regarding the exercise of remedies pursuant to the Basic Documents.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2024, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; 38 Sale and Servicing Agreement (SDART 2023-4) (ii) cause a firm of registered public accountants that is qualified and independent with the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver a report for inclusion in the Issuer’s name filing of Exchange Act Form 10-K that attests to, and form reports on, the assessment of organizationcompliance made by the Indenture Trustee and delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (biii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the extent to which Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee has had prior experience serving as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables;Trustee; and (civ) a description notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any repurchase or replacement request with respect to any Receivable, no later than the fifth Business Day after the last day of each calendar month, provide notice to the Seller and Santander Consumer (each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by Santander Consumer and the Indenture Trustee, of (i) all demands communicated to a Responsible Officer of the following parties Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable and (ii) any actions taken by the Indenture Trustee with respect to a Securitization Transaction, as such parties are identified demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the Santander Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyrequest. In connection with no event shall the above-listed parties, Indenture Trustee be deemed to be a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained “securitizer” as defined in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding Section 15G(a) of the assetExchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the transactions contemplated by the Transaction Documents. 39 Sale and Servicing Agreement (SDART 2023-backed securities.4)

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2019, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C as applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall, to the extent the Indenture Trustee has received any repurchase or replacement request with respect to any Receivable, no later than the fifth Business Day after the last day of each calendar month, provide notice to the Seller and Santander Consumer (each, a “Santander Party” and, collectively, the “Santander Parties”), in a form to be mutually agreed upon by Santander Consumer and the Indenture Trustee, of (i) all demands communicated to a Responsible Officer of the following parties Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable and (ii) any actions taken by the Indenture Trustee with respect to a Securitization Transaction, as such parties are identified demand communicated to the Indenture Trustee in respect of any Receivables. In addition, the Indenture Trustee shall, upon written request of either Santander Party, at any time such Santander Party reasonably feels necessary, provide notification to the Santander Parties with respect to any actions taken by the Depositor Indenture Trustee as soon as practicable and in writing in advance any event within five Business Days of receipt of such Securitization Transaction: (i) the sponsor; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securitiesrequest.

Information to Be Provided by the Indenture Trustee. For so long as (a) Each of the Issuing Entity is required to report under the Exchange Act, Servicer and the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, of any Form 10-D Disclosure Item with respect to such information regarding Person (or in the case of the Indenture Trustee, any Form 10-D Disclosure Item of which a Responsible Officer of the Indenture Trustee as is requested by has knowledge) together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery actual knowledge by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For so long . (b) As soon as the Issuing Entity is required to report under the Exchange Actavailable but no later than March 15 of each calendar year, commencing in March 2021, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form of organization; (b) a description shall address each of the extent to which the Indenture Trustee has had prior experience serving Servicing Criteria specified in Exhibit C as trustee for asset-backed securities transactions involving receivables of the same type as the Receivables; (c) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified applicable to the Indenture Trustee or such other criteria as mutually agreed upon by the Depositor in writing in advance of such Securitization Transaction: (i) Seller and the sponsorIndenture Trustee; (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support provider, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction party. In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Information to Be Provided by the Indenture Trustee. (a) For so long as the Issuing Entity Seller is required to report filing reports under the Exchange ActAct with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide to notify the DepositorSeller, in writing, such information regarding of any Form 10-D Disclosure Item with respect to the Indenture Trustee as is requested by Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor (if any) for the purpose of compliance with Item 1117 of Regulation ABSeller; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the DepositorSeller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the DepositorSeller, in writing, such updated information. For . (b) As soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity Seller is required filing reports with respect to report the Issuer under the Exchange Act, commencing on March 15, 2014, the Indenture Trustee shall shall: (i) on or before the fifth Business Day of each January, April, July and October, provide deliver to the Depositor such information Seller a report regarding the Indenture Trustee as is requested for the purpose Trustee’s assessment of compliance with Items 1109(a)the Servicing Criteria during the immediately preceding calendar year, 1109(bas required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and 1119 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Depositor, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, updated information necessary for compliance with Item 1117 1122 of Regulation AB. Such information report shall include, at a minimum: (a) be signed by an authorized officer of the Indenture Trustee’s name , and form shall address each of organizationthe Servicing Criteria specified in Exhibit C or such other criteria as mutually agreed upon by the Seller and the Indenture Trustee; (bii) cause a description firm of registered public accountants that is qualified and independent with the extent meaning of Rule 2-01 of Regulation S-X under the Securities Act to which deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee has had prior experience serving as trustee for assetand delivered to the Seller pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-backed securities transactions involving receivables 02(a)(3) and 2-02(g) of Regulation S-X under the same type as Securities Act and the ReceivablesExchange Act; (ciii) deliver to the Seller and any other Person that will be responsible for signing the certification (a description “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act) on behalf of the Issuer or the Seller substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Seller and the Indenture Trustee; and (iv) notify the Seller in writing of any affiliation affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any of Item 1119 Party, provided, that no such notification need be made if the following affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. 33 Sale and Servicing Agreement The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Securitization TransactionSarbanes Certification and filing such with the Commission. (c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW Parties”) with (i) notification, as such parties are identified soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee by for the Depositor in writing in advance repurchase or replacement of such Securitization Transaction: (i) any Receivable pursuant to Section 2.3 of this Agreement or Section 3.3 of the sponsor; Purchase Agreement, as applicable and (ii) any depositor; (iii) the issuing entity; (iv) any servicer; (v) any trustee; (vi) any originator; (vii) any significant obligor; (viii) any enhancement or support providerpromptly upon request by a VW Party, including any swap counterparty; (ix) any asset representations reviewer; and (x) any other material transaction partyinformation reasonably requested by a VW Party to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In connection with no event shall the above-listed parties, Indenture Trustee be deemed to be a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained “securitizer” as defined in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding Section 15Ga of the asset-backed securitiesExchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB.