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SNAAC Auto Receivables Trust 2013-1

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April 10, <strong>2013</strong>SEC Rule 17g-7SEC Rule 17g-7 requires anNRSRO, for any reportaccompanying a credit ratingrelating to an asset-backedsecurity as defined in the Rule,to include a description of therepresentations, warrantiesand enforcement mechanismsavailable to investors and adescription of how they differfrom the representations,warranties and enforcementmechanisms in issuances ofsimilar securities.This is Standard &Poor‟s Ratings Services‟17g-7 Disclosure Reportfor the transaction shownin the title above.<strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong><strong>Trust</strong> <strong>2013</strong>-1<strong>Auto</strong>mobile receivables-backed notes series<strong>2013</strong>-1Primary Credit Analyst:Sunny Park, New York, (1) 212-438-4718sunny_park@standardadnpoors.comSecondary Contact:Rahul Prabhu, New York, (1) 212-438-1866rahul_prabhu@standardadnpoors.comSurveillance Credit Analyst:Mark Risi, New York, (1) 212-438-2588mark_risi@standardandpoors.comAs required by SEC Rule 17g-7, this report includes only those representations, warrantiesand enforcement mechanisms available to investors. This report does not includerepresentations and warranties without a corresponding enforcement mechanism or remedy inthe transaction documents that may be exercised by investors (or their representatives).


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1(Editor's note: Since we published this 17g-7 Disclosure Report on April 1, <strong>2013</strong>, the issuer has changed part of thetransaction language in rows 2, 14, 19, 23, and 50. As a result, we revised the 17g-7 Disclosure Report on April 10,<strong>2013</strong>. An updated version of the report follows.)Table 1No. Benchmark TransactionRepresentations and warranties1 The Seller [Originator] makes the following representationsand warranties as to the <strong>Receivables</strong> on which thePurchaser [Intermediary] is deemed to have relied inacquiring the <strong>Receivables</strong>. Such representations andwarranties speak as of the Cutoff Date and as of theClosing Date (unless, by its terms a representation orwarranty speaks specifically as of such date only).The Seller [Intermediary] makes the followingrepresentations and warranties as to the <strong>Receivables</strong> onwhich the Issuer is deemed to have relied in acquiring the<strong>Receivables</strong>. Such representations and warranties speakas of the Cutoff Date and as of the Closing Date (unless,by its terms a representation or warranty speaksspecifically as of such date only), but shall survive the sale,transfer and assignment of the <strong>Receivables</strong> to the Issuer,and pledge thereof to the Indenture <strong>Trust</strong>ee pursuant to theIndenture.2 Origination of <strong>Receivables</strong>. Each Receivable (i) wasoriginated in the United States by a Dealer for the retailsale of a Financed Vehicle in the ordinary course of suchDealer‟s business and has been fully executed by theparties thereto, (ii) was purchased by the Sponsor from aDealer and was validly assigned by such Dealer to theSponsor.On the date hereof, <strong>SNAAC</strong> hereby makes therepresentations and warranties set forth onSchedule I to the Sale and Servicing Agreement(except for the representations and warranties setforth in paragraphs (h), (j), (m) and (n) to the extentthat they are made by the Depositor) to thePurchaser as to the <strong>Receivables</strong> sold, transferred,assigned, contributed and otherwise conveyed tothe Purchaser under this Agreement on which suchrepresentations and warranties the Purchaser reliesin acquiring the <strong>Receivables</strong>. Such representationsand warranties shall survive the sale of the<strong>Receivables</strong> to the Issuer under the Sale andServicing Agreement, and the Grant of the<strong>Receivables</strong> by the Issuer to the Indenture <strong>Trust</strong>eepursuant to the Indenture.On the date hereof, the Depositor hereby makesthe representations and warranties set forth onSchedule I (except for the representations andwarranties set forth in paragraphs (h), (j), (m) and(n) to the extent that they are made by the Seller),to the Issuer and the Indenture <strong>Trust</strong>ee as to the<strong>Receivables</strong> sold, transferred, assigned, andotherwise conveyed to the Issuer under thisAgreement on which such representations andwarranties the Issuer relies in acquiring the<strong>Receivables</strong>. The representations and warrantiesas to each Receivable shall survive the Grant of the<strong>Receivables</strong> by the Issuer to the Indenture <strong>Trust</strong>eepursuant to the Indenture.Characteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable:…..(iii) has either (A) been originated by a Dealer in theUnited States in the ordinary course of suchDealer‟s business to finance the retail sale by aDealer of the related Financed Vehicle and hasbeen purchased by Seller in the ordinary course ofits business or;(B) has been acquired directly by Seller inaccordance with its customary practices and itscredit and collection policies, and in either case,neither the Seller nor the Depositor has aparticipation in, or other rights to receive, proceedsof the Receivable;(iv) was originated by a party having all necessarylicenses and permits to originate <strong>Receivables</strong> in theapplicable state where each such Receivable wasCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 2


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1originated;(vii) has been purchased by the Depositor from theSeller in its ordinary course of business inaccordance with the Purchase Agreement;(xiv) denominated and payable only in Dollars by anObligor who is a natural person, who is not anAffiliate of the Issuer, the Depositor, the Seller orthe Servicer and who maintains a billing address inthe United States or United States MilitaryInstallation;3 Simple Interest. Each Receivable (i) provides for equalmonthly payments in U.S. dollars that fully amortize theAmount Financed by its stated maturity and yield interest atthe Annual Percentage Rate and (ii) applies a simpleinterest method of allocating a fixed payment to principaland interest, so that the portion of such payment allocatedto interest is equal to the APR multiplied by the principalbalance multiplied by the number of days elapsed since thepreceding payment of interest was made divided by 365.Characteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable: (xvii) the Contract forsuch Receivable provides for level monthlypayments (except that the period between the dateof the related Contract and the date of the firstScheduled Payment may be less than or greaterthan one month and the amount of the first and lastScheduled Payments may be less than or greaterthan the level payments, but not by a materialamount), which, if made when due, shall fullyamortize the amount financed by maturity;(xxvi) is a Simple Interest Receivable, andScheduled Payments under each Receivable havebeen applied in accordance with the method forallocating principal and interest set forth in suchReceivable;“Simple Interest Method” means the method ofallocating a fixed level payment to principal andinterest, pursuant to which the portion of suchpayment that is allocated to interest is equal to theproduct of the fixed rate of interest multiplied by theunpaid principal balance multiplied by the period oftime elapsed since the preceding payment ofinterest was made.4 Prepayment. Each Receivable allows for prepayment andpartial prepayments without penalty and requires that thePrincipal Balance be paid in full to prepay the contract infull.5 No Government Obligors. No Receivable is the obligationof the United States of America or any State or localgovernment or from any agency, department,instrumentality or political subdivision of the United Statesor any State or local government.Characteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable:…(xviii) the Contractfor such Receivable allows for prepayment andpartial prepayments without penalty and providesfor, in the event that such Receivable is prepaid, aprepayment that fully pays the Principal Balance ofsuch Receivable with interest at the applicableContract Rate through the date of payment;No Government Obligor. The Obligor on theReceivable is not the United States of America orany state thereof or any local government, or anyagency, department, political subdivision orinstrumentality of the United States of America orany state thereof or any local government.6 Insurance. Each Receivable requires the Obligor to obtainphysical damage insurance covering the Financed Vehicle.Characteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable:…(xi) at the time ofCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 3


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1origination by the Dealer, the related FinancedVehicle was covered by an Insurance Policy thatcovers physical loss or damage in at least theminimum amount required by the state in which therelated Obligor resides and the related Contractrequires the obligor to maintain such InsurancePolicy;7 Valid Assignment. No Receivable has been originated in,or is subject to the laws of, any jurisdiction under which thesale of such Receivable under this Agreement would beunlawful, void or voidable. the terms of the Receivable donot limit the right of the owner of such Receivable to sellsuch Receivable. the Sponsor has not entered into anyagreement with any Person that prohibits, restricts orconditions the sale of any Receivable by the Sponsor.8 Compliance with Law. Each Receivable complied in allmaterial respects at the time it was originated and as of theClosing Date will comply in all material respects with allrequirements of federal, State, and local laws.9 Binding Obligation. Each Receivable is on a form contractthat includes rights and remedies allowing the holder toenforce the obligation and realize on the Financed Vehicleand represents the legal, valid and binding paymentobligation of the Obligor, enforceable in all materialrespects by the holder of the Receivable, except as may belimited by bankruptcy, insolvency, reorganization or otherlaws relating to the enforcement of creditors‟ rights or bygeneral equitable principles and consumer protection laws.Assignment. No Receivable has been originated in,or is subject to the laws of, any jurisdiction underwhich the sale, transfer, assignment, setting over,conveyance or pledge of such Receivable underthis Agreement or the pledge of such Receivableunder the Indenture would be unlawful, void, orvoidable. <strong>SNAAC</strong> has not entered into anyagreement with any Obligor that prohibits, restrictsor conditions the assignment of the relatedReceivable.Compliance with Law. The Receivable complied atthe time it was originated or made, and the transferof that Receivable to the Issuer complied at thetime of transfer, in all material respects with allrequirements of applicable federal, state and locallaws, and regulations thereunder, including, to theextent applicable, usury laws, the Federal Truth inLending Act, the Equal Credit Opportunity Act, theFair Credit Reporting Act, the Federal TradeCommission Act, the Fair Debt Collection PracticesAct, the Fair Credit Billing Act, the Magnuson-MossWarranty Act, Bureau of Consumer FinancialProtection Regulations B and Z, theServicemembers Civil Relief Act, state adaptationsof the National Consumer Act and of the UniformConsumer Credit Code and any other consumercredit, equal opportunity and disclosure lawsapplicable to that Receivable.Binding Obligation. The Receivable constitutes thegenuine, legal, valid and binding payment obligationin writing of the Obligor, enforceable by the holderthereof in accordance with its terms, except (i) asenforceability may be limited by applicablebankruptcy, insolvency, reorganization, liquidationor other similar laws and equitable principlesrelating to or affecting the enforcement of creditors‟rights generally and (ii) as such Receivable may bemodified by the application after the Cut-Off Date ofthe Servicemembers Civil Relief Act, as amended,to the extent applicable to the related Obligor.Characteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable:…(viii) containscustomary and enforceable provisions such that therights and remedies of the holder thereof areadequate for realization against the collateral of thebenefits of the security;10 Perfected Security Interest in Financed Vehicle. EachReceivable is secured by a security interest in the relatedFinanced Vehicle, in favor of the Sponsor as secured party,which was validly created and is a perfected, first priorityCharacteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable: (vi) as of the ClosingDate, is secured by a first priority validly perfectedCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 4


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1security interest, or the Sponsor has commencedprocedures that will result in the perfection of a first prioritysecurity interest in the related Financed Vehicle, and saidsecurity interest is assignable by the Sponsor to theDepositor.and enforceable security interest in the FinancedVehicle in favor of Seller, as secured party, or allnecessary actions have been commenced thatwould result in a first priority security interest in theFinanced Vehicle in favor of Seller, as securedparty, which security interest, in either case, isassignable and has been so assigned by <strong>SNAAC</strong> tothe Depositor and by the Depositor to the Issuerand by the Issuer to the Indenture <strong>Trust</strong>ee pursuantto the Indenture;…(xv) is secured by a valid and perfected firstprioritysecurity interest in a new or usedautomobile, light-duty truck, minivan or sport utilityvehicle;11 Good Title. Immediately before the sale under thisAgreement, the Sponsor had good title to each Receivablefree and clear of any Lien other than Permitted Liens and,immediately upon the sale under this Agreement, theDepositor will have good title to each Receivable, free andclear of any Lien other than Permitted Liens.12 All Filings Made. As of the Closing Date, all filings(including UCC filings) necessary in any jurisdiction toprovide third parties with notice of transfer and assignmentherein contemplated, to perfect the sale of the <strong>Receivables</strong>from the Seller to the Purchaser and from the Purchaser tothe Issuer and to give the Indenture <strong>Trust</strong>ee a first priorityperfected security interest in the <strong>Receivables</strong> shall havebeen made.13 Chattel Paper. Each Receivable constitutes “chattel paper”that is in the form of either “tangible chattel paper” or“electronic chattel paper” as such term is defined in theUCC.14 No Default; No Repossession. Except for paymentdelinquencies that, as of the Cutoff Date, have beencontinuing for a period of not more than 29 days, nodefault, breach, violation, or event permitting accelerationunder the terms of any Receivable shall have occurred asof the Cutoff Date; no continuing condition that with noticeor the lapse of time would constitute a default, breach,violation or event permitting acceleration under the terms ofany Receivable shall have arisen; the Seller shall not haveGood Title……As of the Closing Date andimmediately prior to the sale and transfercontemplated in the Purchase Agreement, theSeller had good and marketable title to and was thesole owner of each Receivable free and clear of allLiens (except any Lien which will be released priorto assignment of such Receivable hereunder), and,immediately upon the sale and transfer thereof, theIssuer will have good and marketable title to eachReceivable, free and clear of all Liens (other thanPermitted Liens). As of the Closing Date andimmediately prior to the sale and transfer hereincontemplated, the Depositor had good andmarketable title to and was the sole owner of eachReceivable free and clear of all Liens (except anyLien which will be released prior to assignment ofsuch Receivable hereunder), and, immediatelyupon the sale and transfer thereof, the Issuer willhave good and marketable title to each Receivable,free and clear of all Liens (other than PermittedLiens).Filings. All filings (including, without limitation, UCCfilings) necessary in any jurisdiction to give theIssuer a first priority, validly perfected ownershipinterest in the <strong>Receivables</strong> (other than any RelatedSecurity with respect thereto, to the extent that anownership interest therein cannot be perfected bythe filing of a financing statement), and to give theIndenture <strong>Trust</strong>ee a first priority perfected securityinterest therein, will be made not later than theClosing Date.Characterization of <strong>Receivables</strong>. Each Receivableconstitutes either “chattel paper,” “electronic chattelpaper,” an “account,” an “instrument,” or a “generalintangible,” each as defined in the UCC.Characteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable:…(xxiv) was not (a) aReceivable as to which all or any portion in excessof ten percent (10%) of a scheduled paymentremains unpaid for more than two ScheduledPayment due dates at the Cut-Off Date, (b) aDefaulted Receivable or (c) a Receivable for whichthe first Scheduled Payment was unpaid for moreCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 5


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1waived any of the foregoing; and no Financed Vehicle hasbeen repossessed without reinstatement as of the CutoffDate.than two Scheduled Payment due dates; provided,that no funds have been advanced by <strong>SNAAC</strong>, aDealer, any third-party lender or anyone acting onbehalf of any of them in order to cause suchReceivable to comply with this clauses (a) or (c);“Defaulted Receivable” means, with respect to anyCollection Period, a Receivable (i) with respect towhich more than ten percent (10%) of anyScheduled Payment thereon remains unpaid for five(5) consecutive Scheduled Payment due dates, (ii)with respect to which the related Financed Vehiclehas been repossessed and the Servicer hasapplied the proceeds from the liquidation of suchFinanced Vehicle, or (iii) which has been or isrequired to be charged-off or is deemeduncollectible by the Servicer in accordance with theCustomary Servicing Practices; provided, however,that a receivable shall not become a DefaultedReceivable until the last day of the calendar monthin which an event described in clause (i), (ii) or (iii)occurs. The Principal Balance of any Receivablethat becomes a “Defaulted Receivable” will bedeemed to be zero as of the last day of theCollection Period during which it became a“Defaulted Receivable”.(xxxviii) the Financed Vehicle related to suchReceivable was not held in repossession inventoryas of the Cut-Off Date;15 <strong>Receivables</strong> in Force. No Receivable has been satisfied,subordinated or rescinded, nor has any Financed Vehiclebeen released from the Lien granted by the relatedReceivable in whole or in part.16 No Material Amendments or Modifications. No materialprovision of a Receivable has been affirmatively amended,except amendments and modifications that are containedin the <strong>Receivables</strong> Files. No Receivable has beenamended or rewritten to extend the due date for anypayment date other than in connection with a change of themonthly due date in accordance with the Credit andCollection Policy.17 No Defenses. To the Sponsor‟s knowledge, no right ofrescission, setoff, counterclaim or defense has beenasserted or threatened with respect to any Receivable.Receivable in Force. The Receivable has not beensatisfied, subordinated or rescinded nor has therelated Financed Vehicle been released from thelien of such Receivable in whole or in part.No Waiver or Amendment. As of the Cut-Off Date,no provision of a Receivable has been waived insuch a manner that such Receivable fails to meetall of the representations and warranties made bythe Depositor or the Seller, as applicable, in thisSchedule I with respect thereto and no provision ofany Receivable has been waived except as noted inthe Receivable Files. As of the Cut-Off Date, nomaterial provision of a Receivable has beenaffirmatively amended, except amendments andmodifications that are contained in the ReceivableFiles.No Defenses. Neither the Seller nor the Depositor,as applicable, has knowledge either of any factswhich would give rise to any right of rescission,offset, claim, counterclaim or defense, including thedefense of usury, and the operation of any of theterms of any Receivable, or the exercise of anyright thereunder, will not render such Receivableunenforceable, in whole or in part, or subject it toany right of rescission, setoff, counterclaim ordefense, including the defense of usury, or of thesame being asserted or threatened, with respect toany Receivable.18 One Original. There is only one original executed copy of One Original. There is only one executed originalCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 6


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1each Receivable.copy (or with respect to electronic chattel paper,one authoritative copy) of the Contract (in eachcase within the meaning of the UCC) related toeach Receivable. With respect to a Contract that iselectronic chattel paper, the record or recordscomposing the electronic chattel paper are created,stored and assigned in such a manner that(A) a single authoritative copy of the record orrecords exists which is unique, identifiable andunalterable (other than a revision that is(i) readily identifiable as an authorized orunauthorized revision or(ii) with the participation of the Indenture <strong>Trust</strong>ee inthe case of an addition or amendment of anidentified assignee),(B) each copy of the authoritative copy and anycopy of a copy is readily identifiable as a copy thatis not the authoritative copy, and(C) the authoritative copy has been communicatedto and is maintained by the Servicer.19 No Payment Default. Except for payments that are notmore than 30 days Delinquent as of the Cutoff Date, nopayment defaults exist.20 Maturity of <strong>Receivables</strong>. Each receivable has an originalmaturity date of not greater than # months.21 Scheduled Payments. Each Receivable has a firstscheduled due date not later than 30 days after the CutoffDate.22 Schedule of <strong>Receivables</strong>; Selection Procedures. theinformation in the Schedule of <strong>Receivables</strong> is true andcorrect in all material respects as of the Cutoff Date, andno selection procedures believed to be adverse to the Noteholders have been utilized in selecting the <strong>Receivables</strong>from other receivables of the Sponsor that meet the criteriaspecified.Characteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable:…(xxiv) was not (a) aReceivable as to which all or any portion in excessof ten percent (10%) of a scheduled paymentremains unpaid for more than two ScheduledPayment due dates at the Cut-Off Date, (b) aDefaulted Receivable orCharacteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable:…(xix) had anoriginal term to maturity of not more than 72months;Characteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable:…(xxvii) the firstScheduled Payment in respect of such Receivableis no more than sixty (60) days from the relatedContract Date;Schedule of <strong>Receivables</strong>. The information withrespect to each Receivable transferred on theClosing Date set forth in the Schedule of<strong>Receivables</strong> was true and correct in all materialrespects as of the Cut-Off Date.23 Not included in the Benchmark. Characteristics of <strong>Receivables</strong>. As of the Cut-OffDate (or such other date as may be specifically setforth below), each Receivable:(i) has been fully and properly executed orelectronically authenticated by the Obligor thereto;Copyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 7


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1(ii) all parties to the Receivable had full legalcapacity to execute and deliver such Receivableand all other documents related thereto and togrant the security interest purported to be grantedthereby;(v) satisfied in all material respects therequirements of the Servicer‟s credit and collectionpolicies;(ix) the related primary obligor was on active militaryduty at the time the obligor entered into the relatedReceivable;(x) (a) <strong>SNAAC</strong> is named as the lien holder on theCertificate of Title for the related Financed Vehicle,or if a new or replacement Certificate of Title isbeing applied for with respect to such FinancedVehicle, documentation has been submitted toobtain title thereto noting <strong>SNAAC</strong> as lien holder andsuch title is free and clear of all liens and adverseclaims and such title will be received within 180days of inclusion as part of the <strong>Trust</strong> Estate or (b) inthose states that permit electronic recordation ofliens, <strong>SNAAC</strong> is named as the lien holder on theCertificate of Title for the related Financed Vehicleon the electronic lien and title system of theapplicable state, or <strong>SNAAC</strong> has submitted forelectronic recordation, by either a third-party serviceprovider or the relevant state registrar of titles, for<strong>SNAAC</strong> to be named as the lien holder on theCertificate of Title on the electronic lien and titlesystem of the applicable state and a confirmationdocument will be received within 180 days ofinclusion as part of the <strong>Trust</strong> Estate;(xii) at the time of origination by the Dealer, therelated Financed Vehicle was not subject to a forceplacedInsurance Policy;(xiii) the maturity date of which has not beendeferred or extended except in accordance with theServicer‟s Customary Servicing Practices;(xvi) has a Contract Rate of at least 6.00%;(xx) has a remaining term to maturity of at least 3months and not more than 72 months;(xxi) had an original Principal Balance of not morethan $40,000;(xxii) had an original Principal Balance of at least$250.00;(xxiii) had a Principal Balance as of the Cut-OffDate of greater than or equal to $250.00;(xxv) the primary obligor of such Receivable is notidentified on the records of the Servicer as beingsubject to any pending Bankruptcy Event;(xxviii) the Financed Vehicle related to suchReceivable was (a) purchased with the proceeds ofCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 8


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1such Receivable, (b) has all accessories andoptional equipment described in the Contract and(c) is not at the time of origination by the Dealerdesignated for racing or modified for use as a publiclivery vehicle or any other commercial use;(xxix) each of the <strong>Receivables</strong> were selected usingselection procedures that were not believed by theDepositor or <strong>SNAAC</strong> to be adverse to the Issuer orthe Noteholders;(xxx) the Contract for such Receivable was not inthe form of a Conditional Sale Contract;(xxxi) each Receivable arose under a Contract withrespect to which the dealer has performed allobligations required to be performed by itthereunder, and, in the event such Contract is aninstallment sales contract, delivery of the FinancedVehicle to the related obligor has occurred;(xxxii) the related Receivable File is complete andhave been delivered to the Servicer, in its capacityas custodian, prior to the Closing Date and ismaintained by the Servicer (except to the extentthat related Certificate of Title has not yet beenreceived for such Receivable);(xxxiii) if the Obligor related to such Receivableremits monthly payments through an Allotment,such Allotment directs those payments to aLockbox Account;(xxxiv) at the time the Receivable was acquiredfrom a Dealer, no further amounts were owed bythe Dealer to the Obligor under the Receivable;(xxxv) is not assumable by another Person in amanner which would release the obligor thereoffrom such obligor‟s obligations to the owner thereofwith respect to such Receivable;(xxxvi) is not subject to any dispute, offset,counterclaim or defense whatsoever (except thedischarge in bankruptcy of such obligor);(xxxvii) was sold by the Seller to Depositor withoutany fraud or misrepresentation on the part of theSeller;(xxxix) the Contract for such Receivable prohibitsthe sale or transfer of the Financed Vehicle withoutthe consent of the Seller;(xl) the Contract for such Receivable contains a“due-on-sale” clause and Servicer shall enforce allsuch clauses prior to allowing the sale or transfer ofthe related Financed Vehicle; and(xli) the Contract contains provisions requiring theObligor to assume all risk of loss or malfunction onthe related Financed Vehicle, requiring the Obligorto pay all sales, use, property, excise and othersimilar taxes imposed on or with respect to theCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 9


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1Financed Vehicle and making the Obligor liable forall payments required to be made thereunder,without any setoff, counterclaim or defense for anyreason whatsoever, subject only to the Obligor‟sright of quiet enjoyment.24 Not included in the Benchmark. Good Title. It is the intention of the Seller that thesale, transfer, assignment and conveyancecontemplated in the Purchase Agreement constitutean absolute sale, transfer, assignment andconveyance of the <strong>Receivables</strong> and that the<strong>Receivables</strong> not be part of the Seller‟s estate in theevent of the filing of a bankruptcy petition by oragainst the Seller under any bankruptcy law. It isthe intention of the Depositor that the sale, transfer,assignment and conveyance herein contemplatedconstitute an absolute sale, transfer, assignmentand conveyance of the <strong>Receivables</strong> and that the<strong>Receivables</strong> not be part of the Depositor‟s estate inthe event of the filing of a bankruptcy petition by oragainst the Depositor under any bankruptcy law. Asof the Closing Date, no Receivable has been sold,transferred, assigned, conveyed or pledged to anyPerson other than pursuant to the TransactionDocuments…25 Not included in the Benchmark. Priority. The Receivable is not pledged, assigned,sold, subject to a security interest, or otherwiseconveyed other than pursuant to the TransactionDocuments. Neither the Seller nor the Depositor, asapplicable, has authorized the filing of and is notaware of any financing statements against theSeller or the Depositor, as applicable, that include adescription of collateral covering any Receivableother than any financing statement relating tosecurity interests granted under the TransactionDocuments or that have been or, prior to theassignment of such Receivable hereunder, will beterminated, amended or released. The PurchaseAgreement creates a valid and continuing securityinterest in the <strong>Receivables</strong> (other than the RelatedSecurity with respect thereto) in favor of theDepositor which security interest is prior to all otherLiens (other than Permitted Liens) and isenforceable as such against all other creditors ofand purchasers and assignees from the Seller. TheSale and Servicing Agreement creates a valid andcontinuing security interest in the <strong>Receivables</strong>(other than the Related Security with respectthereto) in favor of the Issuer which security interestis prior to all other Liens (other than PermittedLiens) and is enforceable as such against all othercreditors of and purchasers and assignees from theDepositor.26 Not included in the Benchmark. Marking Records. Each of the Seller, the Servicerand the Depositor has indicated in its files that theReceivable have been sold to the Issuer pursuantto the Sale and Servicing Agreement and pledgedto the Indenture <strong>Trust</strong>ee pursuant to the Indenture.Further, the Servicer has indicated in its computerfiles that the <strong>Receivables</strong> are owned by the Issuer.Copyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 10


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1Enforcement mechanism(s)27 Repurchase of <strong>Receivables</strong>. In the event of a breach ofany representation or warranty set forth in Section # whichmaterially and adversely affects the interest of thePurchaser [Intermediary] (or any assignee thereof ) in anyReceivable, unless such breach shall have been cured inall material respects, the Seller [Originator] shallrepurchase such Receivable by the last day of the secondCollection Period following the Collection Period in whichthe discovery of the breach is made or notice is received,as the case may be. This repurchase obligation shall obtainfor all representations and warranties of the Seller[Originator] contained in Section # of this Agreementwhether or not the Seller [Originator] has knowledge of thebreach at the time of the breach or at the time therepresentations and warranties were made. Inconsideration of the purchase of any such Receivable, theSeller [Originator] shall remit an amount equal to theWarranty Purchase Payment in respect of such Receivableto the Purchaser [Intermediary].28 Remedies. the Seller [Intermediary], the Servicer or theOwner <strong>Trust</strong>ee, as the case may be, shall inform the otherparties to this Agreement and the Indenture <strong>Trust</strong>eepromptly, in writing, upon the discovery of any breach ofthe Seller‟s [Intermediary] representations and warrantiesmade pursuant to Section # that materially and adverselyaffects the interests of the Issuer in any Receivable. By theRepurchase upon Breach. Upon discovery by ornotice to the Purchaser or <strong>SNAAC</strong> of a breach ofany of the representations and warranties set forthin Section 3.2 with respect to any Receivable at thetime such representations and warranties weremade which materially adversely affects theinterests of the Purchaser, the Issuer or theNoteholders in such Receivable, the partydiscovering such breach or receiving such noticeshall give prompt written notice thereof to the otherparty; provided, that delivery of the Servicer‟sCertificate shall be deemed to constitute promptnotice by <strong>SNAAC</strong> and the Purchaser of suchbreach; provided, further, that the failure to givesuch notice shall not affect any obligation of<strong>SNAAC</strong> hereunder. If the breach materiallyadversely affects the interests of the Purchaser, theIssuer or the Noteholders in such Receivable, then<strong>SNAAC</strong> shall either (a) correct or cure such breachor (b) repurchase such Receivable from thePurchaser, in either case on or before the PaymentDate following the end of the Collection Periodwhich includes the 60th day (or, if <strong>SNAAC</strong> elects,an earlier date) after the date <strong>SNAAC</strong> becameaware or was notified of such breach as providedherein. Any such breach or failure will be deemednot to have a material adverse effect if such breachor failure does not affect the ability of the Purchaser(or its assignee) to receive and retain timelypayment in full on such Receivable. Any suchpurchase by <strong>SNAAC</strong> shall be at a price equal to therelated Repurchase Price. In consideration for suchrepurchase, <strong>SNAAC</strong> shall make (or shall cause tobe made) a payment to the Purchaser equal to theRepurchase Price by depositing such amount intothe Collection Account prior to 2:00 p.m., New YorkCity time on such date of repurchase. Uponpayment of such Repurchase Price by <strong>SNAAC</strong>, thePurchaser shall release and shall execute anddeliver such instruments of release, transfer orassignment, in each case without recourse orrepresentation, as may be reasonably requested by<strong>SNAAC</strong> to evidence such release, transfer orassignment or more effectively vest in <strong>SNAAC</strong> or itsdesignee any Receivable and related PurchasedAssets repurchased pursuant to this Section 3.3. Itis understood and agreed that the obligation of<strong>SNAAC</strong> to repurchase any Receivable as describedabove shall constitute the sole remedy respectingsuch breach available to the Purchaser, theNoteholders, the Residual Interestholder, theBackup Servicer, the Indenture <strong>Trust</strong>ee on behalf ofthe Noteholders or the Owner <strong>Trust</strong>ee on behalf ofthe Certificateholder.Repurchase Upon Breach. Upon discovery by ornotice to any party hereto of a breach of any of therepresentations and warranties set forth in Section2.2 with respect to any Receivable at the time suchrepresentations and warranties were made whichmaterially adversely affects the interests of theIssuer or the Noteholders, the party discoveringCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 11


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1last day of the second Collection Period following theCollection Period in which it discovers or receives notice ofsuch breach, the Seller [Intermediary] shall, unless suchbreach shall have been cured in all material respects,repurchase such Receivable and, if necessary, the Seller[Intermediary] shall enforce the obligation of [Originator]under the <strong>Receivables</strong> Purchase Agreement to repurchasesuch Receivable from the Seller [Intermediary].such breach or receiving such notice shall giveprompt written notice thereof to the other partieshereto; provided, that delivery of the Servicer‟sCertificate shall be deemed to constitute promptnotice by the Servicer, the Depositor and the Issuerof such breach; provided, further, that the failure togive such notice shall not affect any obligation ofthe Depositor hereunder. If the breach materiallyadversely affects the interests of the Issuer or theNoteholders in such Receivable, then the Depositorshall either (a) correct or cure such breach or (b)repurchase such Receivable from the Issuer, ineither case on the Business Day before thePayment Date following the end of the CollectionPeriod which includes the 60th day after the datethe Depositor became aware or was notified of suchbreach. Any such breach or failure will be deemednot to have a material adverse effect if such breachor failure does not affect the ability of the Issuer toreceive and retain timely payment in full on suchReceivable. Any such purchase by the Depositorshall be at a price equal to the related RepurchasePrice. In consideration for such repurchase, theDepositor shall make (or shall cause to be made) apayment to the Issuer equal to the RepurchasePrice by depositing such amount into the CollectionAccount prior to noon, New York City time on suchdate of repurchase. Upon payment of suchRepurchase Price by the Depositor, the Indenture<strong>Trust</strong>ee, on behalf of the Noteholders, and theIssuer shall release and shall execute and deliversuch instruments of release, transfer orassignment, in each case without recourse orrepresentation, as may be reasonably requested bythe Depositor to evidence such release, transfer orassignment or more effectively vest in the Depositoror its designee all of the Issuer‟s and Indenture<strong>Trust</strong>ee‟s rights in any Receivable and relatedTransferred Assets repurchased pursuant to thisSection 2.3. It is understood and agreed that theright to cause the Depositor to repurchase (or toenforce the obligations of Seller under thePurchase Agreement to repurchase) anyReceivable as described above shall constitute thesole remedy respecting such breach available tothe Issuer, the Indenture <strong>Trust</strong>ee and theNoteholders. Neither the Owner <strong>Trust</strong>ee nor theIndenture <strong>Trust</strong>ee will have any duty to conduct anaffirmative investigation as to the occurrence of anycondition requiring the repurchase of anyReceivable pursuant to this Section 2.3.Table 2No. Benchmark TransactionRepresentations and warranties29 The Issuer [Issuing Entity] hereby represents andwarrants to the Indenture <strong>Trust</strong>ee as followsIn addition to the representations, warranties andcovenants contained in the Indenture, the Issuerhereby represents, warrants, and covenants to theIndenture <strong>Trust</strong>ee as follows on the Closing Date:30 This Indenture creates a valid and continuing security The Indenture creates a valid and continuing securityCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 12


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1interest (as defined in the applicable UCC) in the<strong>Receivables</strong> in favor of the Indenture <strong>Trust</strong>ee whichsecurity interest is prior to all other Liens, and isenforceable as such against creditors of and purchasersfrom the Issuing Entity.31 All steps necessary to perfect the Issuing Entity‟ssecurity interest against each Obligor in the propertysecuring the <strong>Receivables</strong> have been taken.32 The <strong>Receivables</strong> constitute “chattel paper” (including“tangible chattel paper” and “electronic chattel paper”)“accounts”, “instruments” or “general intangibles” withinthe meaning of applicable UCC.33 The Issuing Entity owns and has good and marketabletitle to the <strong>Receivables</strong> free and clear of any Lien, claimor encumbrance of any Person.34 The Issuing Entity has caused or will have caused,within ten (10) days, the filing of all appropriate financingstatements in the proper filing office in the appropriatejurisdictions under applicable law in order to perfect thesecurity interest in the <strong>Receivables</strong> granted to theIndenture <strong>Trust</strong>ee under this Indenture.35 Other than the security interest granted to the Indenture<strong>Trust</strong>ee under the Indenture, the Issuing Entity has notpledged, assigned, sold, granted a security interest in, orotherwise conveyed any of the <strong>Receivables</strong>. The IssuingEntity has not authorized the filing of, nor is the IssuingEntity aware of, any financing statements against theSeller, the Depositor or the Issuing Entity that include adescription of collateral covering the <strong>Receivables</strong> otherthan the financing statements relating to the securityinterests granted to the Depositor, the Issuing Entity andthe Indenture <strong>Trust</strong>ee under the Basic Documents orany financing statement that has been terminated. TheIssuing Entity is not aware of any judgment or tax lienfilings against the Seller, the Depositor or the IssuingEntity.interest (as defined in the applicable UCC Section 9-102) in the <strong>Receivables</strong> and the other Collateral infavor of the Indenture <strong>Trust</strong>ee, which security interestis prior to all other Liens, and is enforceable as suchas against creditors of and purchasers from theIssuer.Each Receivable is secured by a first priority validlyperfected security interest in the related FinancedVehicle in favor of the Seller, as secured party, or allnecessary actions with respect to such Receivablehave been taken or will be taken to perfect a firstpriority security interest in the related FinancedVehicle in favor of the Seller, as secured party.The <strong>Receivables</strong> constitute “chattel paper,”“accounts,” “instruments” or “general intangibles,”within the meaning of the applicable UCC Section 9-102.Immediately prior to the sale, transfer, assignmentand conveyance of a Receivable by the Depositor tothe Issuer, the Depositor owned and had good andmarketable title to such Receivable free and clear ofany Lien and immediately after the sale, transfer,assignment and conveyance of such Receivable tothe Issuer, the Issuer will have good and marketabletitle to such Receivable free and clear of any Lien.The Issuer has caused or will have caused, within tendays after the effective date of the Indenture, thefiling of all appropriate financing statements in theproper filing office in the appropriate jurisdictionsunder applicable law in order to perfect the securityinterest in the <strong>Receivables</strong> granted to the Indenture<strong>Trust</strong>ee hereunder; and….The Issuer has not authorized the filing of, and is notaware of any financing statements against the Issuerthat include a description of collateral covering the<strong>Receivables</strong> other than any financing statement(i) relating to the conveyance of the <strong>Receivables</strong> bythe Seller to the Depositor under the PurchaseAgreement,(ii) relating to the conveyance of the <strong>Receivables</strong> bythe Depositor to the Issuer under the Sale andServicing Agreement,(iii) relating to the security interest granted to theIndenture <strong>Trust</strong>ee under the Indenture or(iv) that has been terminated or amended to reflect arelease of collateral covering the <strong>Receivables</strong>.36 The Custodian has in its possession or with other thirdparty vendors all original copies of the <strong>Receivables</strong> Filesand other documents that constitute or evidence the<strong>Receivables</strong>. The Receivable Files and other documentsthat constitute or evidence the <strong>Receivables</strong> do not haveany marks or notations indicating that they have been…the Servicer has in its possession the originalcopies (or, with respect to electronic chattel paper,the authoritative copy of such Contract) of suchinstruments or tangible chattel paper that constituteor evidence the <strong>Receivables</strong>, and all financingstatements referred to in this paragraph contain aCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 13


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1pledged, assigned or otherwise conveyed to any Personother than the Depositor. All financing statements filedor to be filed against the Issuing Entity in favor of theIndenture <strong>Trust</strong>ee in connection herewith describing the<strong>Receivables</strong> contain a statement to the following effect:“A purchase of or security interest in any collateraldescribed in this financing statement will violate therights of the Indenture <strong>Trust</strong>ee.”statement that: “A purchase of or security interest inany collateral described in this financing statementwill violate the rights of the Secured Party”.None of the instruments, tangible chattel paper orelectronic chattel paper that constitute or evidencethe <strong>Receivables</strong> has any marks or notationsindicating that they have been pledged, assigned orotherwise conveyed to any Person other than theSeller, the Depositor, the Issuer or the Indenture<strong>Trust</strong>ee.With respect to <strong>Receivables</strong> that constituteinstruments or tangible chattel paper, either:(i) All original executed copies of each suchinstrument or tangible chattel paper have beendelivered to the Indenture <strong>Trust</strong>ee; or(ii) Such instruments or tangible chattel paper are inthe possession of the Servicer (or the Servicermaintains control of all electronic records constitutingor forming a part of a Receivable that is electronicchattel paper) and the Indenture <strong>Trust</strong>ee hasreceived a written acknowledgment from the Servicerthat the Servicer is holding such instruments ortangible chattel paper solely on behalf and for thebenefit of the Indenture <strong>Trust</strong>ee, as pledgee of theIssuer; or(iii) The Servicer received possession of suchinstruments or tangible chattel paper (or the Servicermaintains control of all electronic records constitutingor forming a part of a Receivable that is electronicchattel paper) after the Indenture <strong>Trust</strong>ee received awritten acknowledgment from the Servicer that theServicer is acting solely as agent of the Indenture<strong>Trust</strong>ee, as pledgee of the Issuer.37 Not included in the Benchmark. Each <strong>Trust</strong> Account constitutes either a “depositaccount” or a “securities account” within the meaningof the UCC.38 Not included in the Benchmark. With respect to the <strong>Trust</strong> Accounts that constitutedeposit accounts, either:(i) the Issuer has delivered to the Indenture <strong>Trust</strong>ee afully executed agreement pursuant to which the bankmaintaining the deposit accounts has agreed tocomply with all instructions originated by theIndenture <strong>Trust</strong>ee directing disposition of the funds insuch <strong>Trust</strong> Accounts without further consent by theIssuer; or(ii) the Issuer has taken all steps necessary to causethe Indenture <strong>Trust</strong>ee to become the account holderof such <strong>Trust</strong> Accounts.39 Not included in the Benchmark. With respect to the <strong>Trust</strong> Accounts that constitutesecurities accounts or securities entitlements, either:(i) the Issuer has delivered to the Indenture <strong>Trust</strong>ee afully executed agreement pursuant to which theCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 14


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1securities intermediary has agreed to comply with allinstructions originated by the Indenture <strong>Trust</strong>eerelating to such <strong>Trust</strong> Accounts without furtherconsent by the Issuer; or(ii) the Issuer has taken all steps necessary to causethe securities intermediary to identify in its recordsthe Indenture <strong>Trust</strong>ee as the person having a securityentitlement against the securities intermediary ineach of such <strong>Trust</strong> Accounts.40 Not included in the Benchmark. The Issuer is not aware of any material judgment,ERISA or tax lien filings against the Issuer.41 Not included in the Benchmark. Neither the Issuer nor a custodian holding anyReceivable that is electronic chattel paper hascommunicated an “authoritative copy” (as such termis used in Section 9-105 of the UCC) of any loanagreement that constitutes or evidences suchReceivable to any Person other than the Servicer.42 Not included in the Benchmark. No <strong>Trust</strong> Account that constitutes a securitiesaccount or securities entitlement is in the name ofany person other than the Issuer or the Indenture<strong>Trust</strong>ee. The Issuer has not consented to thesecurities intermediary of any such <strong>Trust</strong> Account tocomply with entitlement orders of any person otherthan the Indenture <strong>Trust</strong>ee.43 Not included in the Benchmark. No <strong>Trust</strong> Account that constitutes a deposit accountis in the name of any person other than the Issuer orthe Indenture <strong>Trust</strong>ee. The Issuer has not consentedto the bank maintaining such <strong>Trust</strong> Account to complywith instructions of any person other than theIndenture <strong>Trust</strong>ee.44 Not included in the Benchmark. Notwithstanding any other provision of this Indentureor any other Transaction Document, the perfectionrepresentations, warranties and covenants containedin this Schedule I shall be continuing, and remain infull force and effect until such time as all obligationsunder this Indenture have been finally and fully paidand performed.45 Not included in the Benchmark. The Issuer shall provide the Rating Agencies withprompt written notice of any material breach of theperfection representations, warranties and covenantscontained in this Schedule I, and shall not, withoutsatisfying the Rating Agency Condition, waive abreach of any of such perfection representations,warranties or covenants.46 Not included in the Benchmark. The Issuer covenants that, in order to evidence theinterests of the Indenture <strong>Trust</strong>ee under thisIndenture, the Issuer shall take such action, orexecute and deliver such instruments as may benecessary or advisable (including, without limitation,such actions as are requested by the Indenture<strong>Trust</strong>ee) to maintain and perfect, as a first priorityinterest, the Indenture <strong>Trust</strong>ee‟s security interest inthe <strong>Receivables</strong>. The Issuer shall, from time to timeand within the time limits established by law, prepareCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 15


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1Enforcement mechanism(s)and file, all financing statements, amendments,continuations, initial financing statements in lieu of acontinuation statement, terminations, partialterminations, releases or partial releases, or anyother filings necessary or advisable to continue,maintain and perfect the Indenture <strong>Trust</strong>ee‟s securityinterest in the <strong>Receivables</strong> as a first-priority interest.47 Events of Default. the occurrence of any one of thefollowing events will constitute an event of default underthis Indenture (each, an “Event of Default”): … anyrepresentation or warranty of the Issuer made in thisIndenture or in any Officer‟s Certificate or otherdocument delivered pursuant to or in connection withthis Indenture proves to have been incorrect in anymaterial respect as of the time made and, in each case,such failure or incorrectness continues for a period of 60days after notice was given to the Issuer by theIndenture <strong>Trust</strong>ee or to the Issuer and the Indenture<strong>Trust</strong>ee by the Note holders of at least 25% of the NoteBalance of the Controlling Class specifying such failureor incorrectness, requiring it to be remedied and statingthat such notice is a “Notice of Default”.48 Acceleration of Maturity; Rescission and Annulment: (a)If an Event of Default occurs and is continuing, theIndenture <strong>Trust</strong>ee or the Noteholders of at least amajority of the Note Balance of the Controlling Classmay declare all of the Notes to be immediately due andpayable, by notice to the Issuer (and to the Indenture<strong>Trust</strong>ee if given by the Noteholders). Upon any suchdeclaration, the unpaid Note Balance of the Notes,together with accrued and unpaid interest through thedate of acceleration, will become immediately due andpayable. (b) the Noteholders of at least a majority of theNote Balance of the Controlling Class, by notice to theIssuer and the Indenture <strong>Trust</strong>ee, may rescind andannul a declaration of acceleration of maturity and itsconsequences before a judgment or decree for paymentof the amount due has been obtained by the Indenture<strong>Trust</strong>ee as provided in this Article # if: (i) the Issuer haspaid or deposited with the Indenture <strong>Trust</strong>ee an amountsufficient to (A) pay all payments of principal of andinterest on the Notes and all other amounts that wouldthen be due under this Indenture or upon the Notes ifthe Event of Default giving rise to such acceleration hadnot occurred, (B) pay all amounts owed to the Indenture<strong>Trust</strong>ee under Section #, and (C) pay all otheroutstanding fees and expenses of the Issuer, and (ii) allEvents of Default, other than the non-payment of theprincipal of the Notes that has become due solely bysuch acceleration, have been cured or waived asEvents of Default. The occurrence and continuationof any one of the following events (whatever thereason for such Event of Default and whether it shallbe voluntary or involuntary or be effected byoperation of law or pursuant to any judgment, decreeor order of any court or any order, rule or regulationof any administrative or governmental body) shallconstitute a default under this Indenture (each, an“Event of Default”):…(d) any representation or warranty of the Issuer madein this Indenture proves to have been incorrect in anyrespect when made, which failure materiallyadversely affects the rights of the Noteholders, andwhich failure continues unremedied for 45 days (orfor such longer period not in excess of 90 days asmay be reasonably necessary to remedy such failure;provided that such failure is capable of remedy within90 days) after there shall have been given, byregistered or certified mail, to the Issuer by theIndenture <strong>Trust</strong>ee or by Noteholders evidencing atleast 25% of the Note Balance of the ControllingClass, a written notice specifying such failure andrequiring it to be remedied and stating that suchnotice is a “Notice of Default” hereunder; orAcceleration of Maturity; Waiver of Event of Default.(a) Except as set forth in the following sentence, if anEvent of Default should occur and be continuing, thenand in every such case the Indenture <strong>Trust</strong>ee may, orif directed by the Noteholders representing not lessthan a majority of the Note Balance of the ControllingClass, shall declare all the Notes to be immediatelydue and payable, by a notice in writing to the Issuer(and to the Indenture <strong>Trust</strong>ee if given byNoteholders), and upon any such declaration theunpaid Note Balance of the Notes, together withaccrued and unpaid interest thereon, shall becomeimmediately due and payable. If an Event of Defaultspecified in Section 5.1(e) occurs, all unpaidprincipal, together with all accrued and unpaidinterest thereon, of all Notes, and all other amountspayable hereunder, shall automatically become dueand payable without any declaration or other act onthe part of the Indenture <strong>Trust</strong>ee or any Noteholder.(b) At any time after such declaration of accelerationof maturity has been made and before a judgment ordecree for payment of the money due has beenobtained by the Indenture <strong>Trust</strong>ee as hereinafterprovided for in this Article V, the Noteholdersrepresenting a majority of the Note Balance of theControlling Class, by written notice to the Issuer andthe Indenture <strong>Trust</strong>ee, may rescind and annul suchCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 16


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1provided in Section #.declaration and its consequences if:(i) the Issuer has paid or deposited with the Indenture<strong>Trust</strong>ee a sum sufficient to pay (A) all payments ofprincipal of and interest on all Notes and all otheramounts that would then be due hereunder or uponsuch Notes if the Event of Default giving rise to suchacceleration had not occurred, and (B) all sums paidor advanced by the Indenture <strong>Trust</strong>ee hereunder andthe reasonable compensation, expenses,disbursements and advances of the Indenture<strong>Trust</strong>ee and its agents and counsel; and(ii) all Events of Default, other than the nonpaymentof the principal or interest on the Notes that hasbecome due solely by such acceleration, have beencured or waived as provided in Section 5.12.No such rescission shall affect any subsequentdefault or impair any right consequent thereto.49 Remedies; Priorities. (a) If the Notes have beenaccelerated under Section #, the Indenture <strong>Trust</strong>ee maydo one or more of the following (subject to Section #),and will upon direction by the Noteholders of a majorityof the Note Balance of the Controlling Class: (i) institutea Proceeding in its own name and as trustee of anexpress trust for the collection of all amounts thenpayable on the Notes or under this Indenture withrespect to the Notes, enforce any judgment obtainedand collect from the Issuer monies adjudged due; (ii)institute a Proceeding for the complete or partialforeclosure of this Indenture with respect to theCollateral; (iii) exercise any remedies of a secured partyunder the UCC and take any other action to protect andenforce the rights and remedies of the Indenture <strong>Trust</strong>eeand the Noteholders; and (iv) sell or otherwise liquidateall or any portion of the Collateral or rights or interest inthe Collateral at one or more public or private salescalled and conducted in any manner permitted by law.(b) Notwithstanding Section #, the Indenture <strong>Trust</strong>ee isprohibited from selling or otherwise liquidating theCollateral unless: … The Event of Default is describedin Section # and: (A) the Noteholders representing100% of the Outstanding Amount of the Notes consentto such sale or liquidation; or (B) the proceeds of suchsale or liquidation are expected to be sufficient to pay infull all amounts owed by the Issuer to the SecuredParties including all principal of and accrued interest onthe Notes Outstanding.Remedies; Priorities. (a) If an Event of Default shallhave occurred and is continuing, the Indenture<strong>Trust</strong>ee may do one or more of the following (subjectto Sections 5.2 and 5.5):(i) institute Proceedings in its own name and astrustee of an express trust for the collection of allamounts then payable on the Notes or under thisIndenture with respect thereto, whether bydeclaration or otherwise, enforce any judgmentobtained, and collect from the Issuer and any otherobligor upon such Notes monies adjudged due;(ii) institute Proceedings from time to time for thecomplete or partial foreclosure of this Indenture withrespect to the Collateral;(iii) exercise any other remedies of a secured partyunder the UCC and take any other appropriate actionto protect and enforce the rights and remedies of theIndenture <strong>Trust</strong>ee and the Noteholders; and(iv) subject to Section 5.17, after an acceleration ofthe maturity of the Notes pursuant to Section 5.2, sellthe Collateral or any portion thereof or rights orinterest therein, at one or more public or private salescalled and conducted in any manner permitted bylaw;provided, however, that the Indenture <strong>Trust</strong>ee maynot exercise the remedy described in clause (iv)above unless (A) the Holders of all OutstandingNotes have consented to such liquidation, (B) theproceeds of such sale or liquidation are sufficient topay in full the principal of and the accrued interest onthe Outstanding Notes or (C) the Event of Defaulteither (x) relates to a default described in Sections5.1(a) or (b) (a “Payment Default”) and the Indenture<strong>Trust</strong>ee determines (but shall have no obligation tomake such determination) that the Collections on the<strong>Receivables</strong> will not be sufficient on an ongoing basisto make all payments on the Notes as they wouldhave become due if the Notes had not been declaredCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 17


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1due and payable or (y) relates to a Bankruptcy Eventand, in the case of each of (x) and (y) above, theIndenture <strong>Trust</strong>ee obtains the consent of 66-2/3% ofthe Holders of all Outstanding Notes. In determiningsuch sufficiency or insufficiency with respect toclauses (B) and (C) of the preceding sentence, theIndenture <strong>Trust</strong>ee may, but need not, obtain and relyupon an opinion of an Independent investmentbanking or accounting firm of national reputation asto the feasibility of such proposed action and as tothe sufficiency of the <strong>Trust</strong> Estate for such purpose.Notwithstanding anything herein to the contrary, if theEvent of Default does not relate to a Payment Defaultor Bankruptcy Event with respect to the Issuer, theIndenture <strong>Trust</strong>ee may not sell or otherwise liquidatethe <strong>Trust</strong> Estate unless the Holders of all OutstandingNotes consent to such sale or the proceeds of suchsale are sufficient to pay in full the principal of andaccrued interest on the Outstanding Notes.Table 3No. Benchmark TransactionRepresentations and warranties50 Not included in the Benchmark. Representations of Servicer. The Servicer makesthe following representations and warranties as ofthe Closing Date, on which the Issuer will bedeemed to have relied in acquiring theTransferred Assets. The representations andwarranties speak as of the execution and deliveryof this Agreement and will survive theconveyance of the Transferred Assets to theIssuer and the pledge thereof by the Issuer to theIndenture <strong>Trust</strong>ee pursuant to the Indenture:51 Not included in the Benchmark. Existence and Power. The Servicer is a limitedliability company validly existing and in goodstanding under the laws of its state oforganization and has, in all material respects, fullpower and authority to own its assets and operateits business as presently owned or operated, andto execute, deliver and to perform its obligationsunder the Transaction Documents to which it is aparty. The Servicer has obtained all necessarylicenses and approvals in each jurisdiction wherethe failure to do so would materially adverselyaffect the ability of the Servicer to perform itsobligations under the Transaction Documents oraffect the enforceability or collectibility of the<strong>Receivables</strong> or any other part of the TransferredAssets.52 Not included in the Benchmark. Authorization and No Contravention. Theexecution, delivery and performance by theServicer of the Transaction Documents to which itis a party have been duly authorized by allnecessary action on the part of the Servicer anddo not contravene or constitute a default under (i)any applicable law, rule or regulation, (ii) itsCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 18


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1organizational documents or (iii) any materialindenture or material agreement or instrument towhich the Servicer is a party or by which itsproperties are bound, in each case, other thanviolations of such laws, rules, regulations,indentures or agreements which do not affect thelegality, validity or enforceability of any of suchagreements and which, individually or in theaggregate, would not materially adversely affectthe transactions contemplated by, or theServicer‟s ability to perform its obligations under,the Transaction Documents.53 Not included in the Benchmark. No Consent Required. No approval orauthorization by, or filing with, any GovernmentalAuthority is required in connection with theexecution, delivery and performance by theServicer of any Transaction Document other than(i) UCC filings, (ii) approvals and authorizationsthat have previously been obtained and filingsthat have previously been made or approvals,authorizations or filings that will be made on atimely basis and (iii) approval, authorizations orfilings that, if not obtained or made, would nothave a material adverse effect on theenforceability of any Transaction Document towhich the Servicer is party or the enforceability orcollectibility of the <strong>Receivables</strong> or would notmaterially adversely affect the ability of theServicer to perform its obligations under theTransaction Documents.54 Not included in the Benchmark. Binding Effect. Each Transaction Document towhich the Servicer is a party constitutes the legal,valid and binding obligation of the Servicerenforceable against the Servicer in accordancewith its terms, except as such enforceability maybe limited by applicable bankruptcy, insolvency,reorganization, moratorium, receivership,conservatorship or other similar laws affectingcreditors‟ rights generally and, if applicable, therights of creditors of corporations from time totime in effect or by general principles of equity.55 Not included in the Benchmark. No Proceedings. There are no actions, suits,investigations or proceedings pending or, to theknowledge of the Servicer, threatened against theServicer before or by any Governmental Authoritythat (i) assert the invalidity or unenforceability ofthis Agreement or any of the other TransactionDocuments, (ii) seek to prevent the issuance ofthe Notes or the consummation of any of thetransactions contemplated by this Agreement orany of the other Transaction Documents, (iii)seek any determination or ruling that wouldmaterially adversely affect the performance bythe Servicer of its obligations under thisAgreement or any of the other TransactionDocuments, or (iv) relate to the Servicer thatwould materially adversely affect the federal orApplicable Tax State income, excise, franchise orsimilar tax attributes of the Notes.Copyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 19


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-156 Not included in the Benchmark. Lockbox; Account. Other than as set forth in theLockbox Agreement or the Controlled AccountsIntercreditor Agreement, the Servicer has notpledged, assigned, or entered into a controlagreement with respect to, the Lockbox or anyAccount or amounts on deposit therein with or toany Person except the Indenture <strong>Trust</strong>ee for thebenefit of the Secured Parties57 Not included in the Benchmark. Allotments. The Servicer is an eligible andauthorized allottee with respect to eachAllotment.58 Not included in the Benchmark. Information. No information, officer‟s certificate orstatement furnished in writing or report deliveredto the Indenture <strong>Trust</strong>ee, the Owner <strong>Trust</strong>ee, theIssuer, the Depositor, the Backup Servicer or theNoteholders by the Servicer required under thisAgreement or the Purchase Agreement containsany untrue statement of material fact or omits amaterial fact necessary to make the information,certificate, statement or report not misleading;provided, however, that the Servicer makes norepresentation or warranty with respect to anyinformation incorporated into or forming the basisof any officer‟s certificate, information, statementor report provided by the Servicer that is providedto the Servicer by any other Person.59 Not included in the Benchmark. Credit and Collection Policies. The Servicer has,with respect to the <strong>Receivables</strong>, complied in allmaterial respects with Servicer‟s credit andcollection policies.60 Not included in the Benchmark. Place of Business. The chief executive office andprincipal place of business of the Servicer is asset forth on Schedule II of this Agreement.61 Not included in the Benchmark. Servicer‟s Performance. The Servicer has theknowledge, the experience and the systems,financial and operational capacity available totimely perform each of its obligations hereunder.62 Not included in the Benchmark. Marking Records. The Servicer has indicated inits computer files that the <strong>Receivables</strong> are ownedby the Issuer.Enforcement mechanism(s)63 Not included in the Benchmark. “Servicer Replacement Event” means any one ormore of the following that shall have occurredand be continuing:(d) any representation, warranty or statement ofthe Servicer made in this Agreement or anycertificate, report or other writing deliveredpursuant hereto shall prove to be incorrect in anymaterial respect as of the time when the sameshall have been made, and the incorrectness ofsuch representation, warranty or statementmaterially adversely affects the rights of theIssuer or the Noteholders, and which continuesCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 20


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1unremedied for 45 days after discovery thereof bya Responsible Officer of the Servicer or receipt bythe Servicer of written notice thereof from theIndenture <strong>Trust</strong>ee or Noteholders evidencing atleast a majority of the aggregate Note Balance ofthe Controlling Class.If a Servicer Replacement Event shall haveoccurred and be continuing, the Indenture<strong>Trust</strong>ee shall, at the direction of the Noteholdersrepresenting at least a majority of the NoteBalance of the Controlling Class, by notice givento the Servicer, the Owner <strong>Trust</strong>ee, the Issuer,the Administrator and the Noteholders, terminatethe rights and obligations of the Servicer underthis Agreement with respect to the <strong>Receivables</strong>.Upon the Servicer‟s receipt of notice oftermination, such Servicer will continue toperform its functions as Servicer under thisAgreement only until the date specified in suchtermination notice or, if no such date is specifiedin such termination notice, until receipt of suchnotice (“Servicer Termination Date”).Table 4No. Benchmark TransactionRepresentations and warranties64 Not included in the Benchmark. Representations of Backup Servicer. The BackupServicer makes the following representations andwarranties as of the Closing Date, on which theIssuer will be deemed to have relied in acquiringthe Transferred Assets. The representations andwarranties speak as of the execution and deliveryof this Agreement and will survive theconveyance of the Transferred Assets to theIssuer and the pledge thereof by the Issuer to theIndenture <strong>Trust</strong>ee pursuant to the Indenture:65 Not included in the Benchmark. Existence and Power. The Backup Servicer hasbeen duly organized and is validly existing and ingood standing under the laws of its jurisdiction oforganization and has, in all material respects, fullpower and authority to own its assets and operateits business as presently owned or operated, andto execute, deliver and to perform its obligationsunder the Transaction Documents to which it is aparty. The Backup Servicer has obtained allnecessary licenses and approvals in eachjurisdiction where the failure to do so wouldmaterially adversely affect the ability of theBackup Servicer to perform its obligations underthe Transaction Documents or affect theenforceability or collectibility of the <strong>Receivables</strong>or any other part of the Transferred Assets.66 Not included in the Benchmark. Authorization and No Contravention. Theexecution, delivery and performance by theBackup Servicer of the Transaction Documents towhich it is a party have been duly authorized byall necessary action on the part of the BackupCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 21


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1Servicer and do not contravene or constitute adefault under (i) any applicable law, rule orregulation, (ii) its organizational documents or (iii)any material indenture or material agreement orinstrument to which the Backup Servicer is aparty or by which its properties are bound, ineach case, other than violations of such laws,rules, regulations, indentures or agreementswhich do not affect the legality, validity orenforceability of any of such agreements andwhich, individually or in the aggregate, would notmaterially adversely affect the transactionscontemplated by, or the Backup Servicer‟s abilityto perform its obligations under, the TransactionDocuments.67 Not included in the Benchmark. No Consent Required. No approval orauthorization by, or filing with, any GovernmentalAuthority is required in connection with theexecution, delivery and performance by theBackup Servicer of any Transaction Documentother than (i) UCC filings, (ii) approvals andauthorizations that have previously been obtainedand filings that have previously been made orapprovals, authorizations or filings that will bemade on a timely basis and (iii) approval,authorizations or filings that, if not obtained ormade, would not have a material adverse effecton the enforceability or collectibility of the<strong>Receivables</strong> or would not materially adverselyaffect the ability of the Backup Servicer toperform its obligations under the TransactionDocuments.68 Not included in the Benchmark. Binding Effect. Each Transaction Document towhich the Backup Servicer is a party constitutesthe legal, valid and binding obligation of theBackup Servicer enforceable against the BackupServicer in accordance with its terms, except assuch enforceability may be limited by applicablebankruptcy, insolvency, reorganization,moratorium, receivership, conservatorship orother similar laws affecting creditors‟ rightsgenerally and, if applicable, the rights of creditorsof corporations from time to time in effect or bygeneral principles of equity.69 Not included in the Benchmark. No Proceedings. There are no actions, suits,investigations or proceedings pending or, to theknowledge of the Backup Servicer, threatenedagainst the Backup Servicer before or by anyGovernmental Authority that (i) assert theinvalidity or unenforceability of this Agreement orany of the other Transaction Documents, (ii) seekto prevent the issuance of the Notes or theconsummation of any of the transactionscontemplated by this Agreement or any of theother Transaction Documents, (iii) seek anydetermination or ruling that would materiallyadversely affect the performance by the BackupServicer of its obligations under this Agreementor any of the other Transaction Documents, or (iv)relate to the Backup Servicer that wouldCopyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 22


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1Enforcement mechanism(s)materially adversely affect the federal orApplicable Tax State income, excise, franchise orsimilar tax attributes of the Notes.70 Not included in the Benchmark. Backup Servicer Termination. Prior to anappointment as successor Servicer, the Indenture<strong>Trust</strong>ee may, or shall at the written direction ofthe Noteholders representing at least a majorityof the Note Balance of the Controlling Class, (a)immediately terminate all of the rights andobligations of the Backup Servicer under thisAgreement in the event of a breach of any of therepresentations or warranties, covenants orobligations of the Backup Servicer contained inthis Agreement or (b) in its sole discretion,without cause upon not less than 30 days‟ notice,terminate the rights and obligations of the BackupServicer. The terminated Backup Servicer agreesto cooperate with any successor Backup Servicerappointed by the Indenture <strong>Trust</strong>ee in effectingthe termination of the responsibilities and rights ofthe terminated Backup Servicer under thisAgreement, including, without limitation, thedelivery to the successor Backup Servicer of alldocuments, records and electronic informationrelated to the <strong>Receivables</strong> in the possession ofthe Backup Servicer. Expenses incurred by theBackup Servicer in respect of the foregoingsentence shall be reimbursed in accordance withSection 4.4(a).The language in Standard & Poor‟s Ratings Services‟ 17g-7 Benchmark reflects representations, warranties andenforcement mechanisms available to investors that commonly appear in the transaction documents for a specific type ofsecurity. In order to make the benchmarks generic, we made the following modifications. Specific article or section numbershave been replaced by a number symbol (Example: „Section 5‟ now reads as „Section #‟). Proper nouns have been replacedwith the bracketed name of the role the entity plays in the transaction (Example: „ABC Corp‟ now reads as [Seller]). Numbersor amounts specific to a deal have been replaced with a number symbol (Example: „more than 30%‟ now reads as „morethan #%‟). Non-numerical characteristics have been replaced by a generic description (Example: „financing of agriculturaland construction equipment‟ now reads as „financing of [type of] equipment‟). This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legal advice.Copyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 23


U.S. <strong>Auto</strong> Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>SNAAC</strong> <strong>Auto</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>2013</strong>-1DisclaimerCopyright © <strong>2013</strong> by Standard & Poor‟s Financial Services LLC. All rights reserved.No content (including ratings, credit-related analyses and data, model, software or other application or outputtherefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any formby any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor‟sFinancial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful orunauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders,employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness oravailability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise),regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance ofany data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALLEXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS,SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT‟S FUNCTIONING WILL BE UNINTERRUPTED ORTHAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no eventshall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive,special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost incomeor lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content evenif advised of the possibility of such damages.Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as ofthe date they are expressed and not statements of fact. S&P‟s opinions, analyses and rating acknowledgmentdecisions (described below) are not recommendations to purchase, hold, or sell any securities or to make anyinvestment decisions, and do not address the suitability of any security. S&P assumes no obligation to update theContent following publication in any form or format. The Content should not be relied on and is not a substitute forthe skill, judgment and experience of the user, its management, employees, advisors and/or clients when makinginvestment and other business decisions. S&P does not act as a fiduciary or an investment advisor except whereregistered as such. While S&P has obtained information from sources it believes to be reliable, S&P does notperform an audit and undertakes no duty of due diligence or independent verification of any information it receives.To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued inanother jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend suchacknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of theassignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged tohave been suffered on account thereof.S&P keeps certain activities of its business units separate from each other in order to preserve the independenceand objectivity of their respective activities. As a result, certain business units of S&P may have information that isnot available to other S&P business units. S&P has established policies and procedures to maintain theconfidentiality of certain non-public information received in connection with each analytical process.S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters ofsecurities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings andanalyses are made available on its Web sites, www.standardandpoors.com (free of charge), andwww.ratingsdirect.com and www.globalcreditportal.com (subscription), and may be distributed through other means,including via S&P publications and third-party redistributors. Additional information about our ratings fees is availableat www.standardandpoors.com/usratingsfees.STANDARD & POOR‟S, S&P, GLOBAL CREDIT PORTAL and RATINGSDIRECT are registered trademarks ofStandard & Poor‟s Financial Services LLC.Copyright © <strong>2013</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 24

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