Common use of Boarding Fee Clause in Contracts

Boarding Fee. Together with the delivery of Servicing Records, the Servicer shall remit to the Standby Servicer a boarding fee equal to the greater of (i) Fifteen Dollars ($15) per loan for which the Servicing Records are to be delivered and (ii) Ten Thousand Dollars ($10,000). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF XXXXX WAREHOUSE SECURITIZATION TRUST 2020-2 (THE “ISSUER”) THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) IN A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT IN THE CASE OF THIS CLAUSE (C) TO RECEIPT OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE ACCEPTABLE TO THE ISSUER, THE INDENTURE TRUSTEE AND THE INITIAL PURCHASERS, TO THE EFFECT THAT SUCH REOFFER, RESALE, PLEDGE OR OTHER TRANSFER HAS BEEN MADE IN COMPLIANCE WITH OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE. DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”)) (EACH OF (I), (II) AND (III), A “BENEFIT PLAN INVESTOR”), (IV) A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR (V) AN ENTITY ANY OF THE ASSETS OF WHICH ARE (OR ARE DEEMED FOR PURPOSES OF SIMILAR LAW TO BE) PLAN ASSETS OF ANY SUCH GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF A NOTE (INCLUDING A PROPORTIONATE INTEREST IN THE ISSUER’S UNDERLYING ASSETS) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.] [CLASS F AND CLASS G NOTES: BY ITS ACCEPTANCE OF THIS NOTE OR ANY INTEREST THEREIN, THE HOLDER SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) IT IS NOT, AND FOR SO LONG AS IT HOLDS ANY BENEFICIAL INTEREST IN THIS NOTE WILL NOT BE (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN AND SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (III) AN ENTITY ANY OF THE ASSETS OF WHICH ARE DEEMED TO BE “PLAN ASSETS” (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AND (B) IF IT IS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR AN ENTITY ANY OF THE ASSETS OF WHICH ARE (OR ARE DEEMED FOR PURPOSES OF SIMILAR LAW TO BE) PLAN ASSETS OF ANY SUCH GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, ITS ACQUISITION, HOLDING AND DISPOSITION OF A NOTE (INCLUDING A PROPORTIONATE INTEREST IN THE ISSUER’S UNDERLYING ASSETS) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF SIMILAR LAW.] CUSIP No.: [___] Initial Note Balance of this Note as of the Closing Date: $__________ CLASS [A][B][C][D][E][F][G] No.: [___] Class Note Balance of all of the Class [___] Notes as of the Closing Date: $___________ XXXXX WAREHOUSE SECURITIZATION TRUST 2020-2, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to [__________], (a) upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal amount of [___________________] DOLLARS (U.S. $[_________]) on the Final Stated Maturity Date, unless there are funds available to pay the principal amount of this note in full on the Expected Maturity or the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise, and (b) subject to the terms and provisions of the Indenture, interest thereon on each Payment Date, commencing in January 2021, at the Note Rate for the [Class A][Class B][Class C][Class D][Class E][Class F] [Class G] Notes, until the principal hereof is paid in full or duly provided for. This Note is one of a duly authorized issue of Notes of the Issuer, designated as the “Xxxxx Warehouse Securitization Notes, Series 2020-2, [Class A][Class B][Class C][Class D] [Class E][Class F][Class G]” (the “[Class A][Class B][Class C][Class D][Class E][Class F] [Class G] Notes”), issued under and pursuant to the Indenture dated as of December [__], 2020 (the “Indenture”), by and between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”). This Note is subject to the terms of the Indenture. All capitalized terms used in this Note and not otherwise defined shall have the meanings assigned to them in the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control. Except under certain circumstances set forth in the Indenture, the Notes are issuable only in registered, certificated form without coupons in minimum denominations of $25,000 and any integral multiple of $1 in excess thereof. This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee. Unless the certificate of authentication hereon has been duly executed by the Indenture Trustee by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS OR CHOICE OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THE HOLDER OF THIS NOTE XXXXXX AGREES THAT IT SHALL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING, OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW, FOR ONE YEAR AND ONE DAY AFTER THE LATEST MATURING NOTE ISSUED BY THE ISSUER IS PAID.

Boarding Fee. Together with the delivery of Servicing Records, the Servicer shall remit to the Standby Servicer a boarding fee equal to the greater of (i) Fifteen Dollars ($15) per loan for which the Servicing Records servicing records are to be delivered and (ii) Ten Thousand Dollars ($10,000). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF XXXXX WAREHOUSE SECURITIZATION TRUST 20202019-2 1 (THE “ISSUER”) THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) IN A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT IN THE CASE OF THIS CLAUSE (C) TO RECEIPT OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE ACCEPTABLE TO THE ISSUER, THE INDENTURE TRUSTEE AND THE INITIAL PURCHASERS, TO THE EFFECT THAT SUCH REOFFER, RESALE, PLEDGE OR OTHER TRANSFER HAS BEEN MADE IN COMPLIANCE WITH OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE. DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”)) (EACH OF (I), (II) AND (III), A “BENEFIT PLAN INVESTOR”), (IV) A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR (V) AN ENTITY ANY OF THE ASSETS OF WHICH ARE (OR ARE DEEMED FOR PURPOSES OF SIMILAR LAW TO BE) PLAN ASSETS OF ANY SUCH GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF A NOTE (INCLUDING A PROPORTIONATE INTEREST IN THE ISSUER’S UNDERLYING ASSETS) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.] . [CLASS E, CLASS F AND CLASS G NOTES: BY ITS ACCEPTANCE OF THIS NOTE OR ANY INTEREST THEREIN, THE HOLDER SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) IT IS NOT, AND FOR SO LONG AS IT HOLDS ANY BENEFICIAL INTEREST IN THIS NOTE WILL NOT BE (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN AND SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (III) AN ENTITY ANY OF THE ASSETS OF WHICH ARE DEEMED TO BE “PLAN ASSETS” (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AND (B) IF IT IS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR AN ENTITY ANY OF THE ASSETS OF WHICH ARE (OR ARE DEEMED FOR PURPOSES OF SIMILAR LAW TO BE) PLAN ASSETS OF ANY SUCH GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, ITS ACQUISITION, HOLDING AND DISPOSITION OF A NOTE (INCLUDING A PROPORTIONATE INTEREST IN THE ISSUER’S UNDERLYING ASSETS) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF SIMILAR LAW.] CUSIP No.: [___] Initial Note Balance of this Note as of the Closing Date: $__________ CLASS [A][B][C][D][E][F][G] No.: [___] Class Note Balance of all of the Class [___] Notes as of the Closing Date: $___________ XXXXX WAREHOUSE SECURITIZATION TRUST 20202019-21, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to [__________], (a) upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal amount of [___________________] DOLLARS (U.S. $[_________]) on the Final Stated Maturity Date, unless there are funds available to pay the principal amount of this note in full on the Expected Maturity or the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise, and (b) subject to the terms and provisions of the Indenture, interest thereon on each Payment Date, commencing in January 2021[May 2019], at the Note Rate for the [Class A][Class B][Class C][Class D][Class E][Class F] [Class G] Notes, until the principal hereof is paid in full or duly provided for. This Note is one of a duly authorized issue of Notes of the Issuer, designated as the “Xxxxx Warehouse Securitization Notes, Series 20202019-21, [Class A][Class B][Class C][Class D] [Class E][Class F][Class G]” (the “[Class A][Class B][Class C][Class D][Class E][Class F] [Class G] Notes”), issued under and pursuant to the Indenture dated as of December [__]May 14, 2020 2019 (the “Indenture”), by and between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”). This Note is subject to the terms of the Indenture. All capitalized terms used in this Note and not otherwise defined shall have the meanings assigned to them in the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control. Except under certain circumstances set forth in the Indenture, the Notes are issuable only in registered, certificated form without coupons in minimum denominations of $25,000 and any integral multiple of $1 in excess thereof. This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee. Unless the certificate of authentication hereon has been duly executed by the Indenture Trustee by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS OR CHOICE OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THE HOLDER OF THIS NOTE XXXXXX AGREES THAT IT SHALL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING, OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW, FOR ONE YEAR AND ONE DAY AFTER THE LATEST MATURING NOTE ISSUED BY THE ISSUER IS PAID.

Boarding Fee. Together with the delivery of Servicing Records, the Servicer shall remit to the Standby Servicer a boarding fee equal to the greater of (i) Fifteen Dollars ($15) per loan for which the Servicing Records are to be delivered and (ii) Ten Thousand Dollars ($10,000). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF XXXXX WAREHOUSE SECURITIZATION TRUST 20202019-2 (THE “ISSUER”) THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) IN A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT IN THE CASE OF THIS CLAUSE (C) TO RECEIPT OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE ACCEPTABLE TO THE ISSUER, THE INDENTURE TRUSTEE AND THE INITIAL PURCHASERS, TO THE EFFECT THAT SUCH REOFFER, RESALE, PLEDGE OR OTHER TRANSFER HAS BEEN MADE IN COMPLIANCE WITH OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE. DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”)) (EACH OF (I), (II) AND (III), A “BENEFIT PLAN INVESTOR”), (IV) A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR (V) AN ENTITY ANY OF THE ASSETS OF WHICH ARE (OR ARE DEEMED FOR PURPOSES OF SIMILAR LAW TO BE) PLAN ASSETS OF ANY SUCH GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF A NOTE (INCLUDING A PROPORTIONATE INTEREST IN THE ISSUER’S UNDERLYING ASSETS) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.] [CLASS E, CLASS F AND CLASS G NOTES: BY ITS ACCEPTANCE OF THIS NOTE OR ANY INTEREST THEREIN, THE HOLDER SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) IT IS NOT, AND FOR SO LONG AS IT HOLDS ANY BENEFICIAL INTEREST IN THIS NOTE WILL NOT BE (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN AND SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (III) AN ENTITY ANY OF THE ASSETS OF WHICH ARE DEEMED TO BE “PLAN ASSETS” (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AND (B) IF IT IS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR AN ENTITY ANY OF THE ASSETS OF WHICH ARE (OR ARE DEEMED FOR PURPOSES OF SIMILAR LAW TO BE) PLAN ASSETS OF ANY SUCH GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, ITS ACQUISITION, HOLDING AND DISPOSITION OF A NOTE (INCLUDING A PROPORTIONATE INTEREST IN THE ISSUER’S UNDERLYING ASSETS) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF SIMILAR LAW.] CUSIP No.: [___] Initial Note Balance of this Note as of the Closing Date: $__________ CLASS [A][B][C][D][E][F][G] No.: [___] Class Note Balance of all of the Class [___] Notes as of the Closing Date: $___________ XXXXX WAREHOUSE SECURITIZATION TRUST 20202019-2, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to [__________], (a) upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal amount of [___________________] DOLLARS (U.S. $[_________]) on the Final Stated Maturity Date, unless there are funds available to pay the principal amount of this note in full on the Expected Maturity or the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise, and (b) subject to the terms and provisions of the Indenture, interest thereon on each Payment Date, commencing in January 2021November 2019, at the Note Rate for the [Class A][Class B][Class C][Class D][Class E][Class F] [Class G] Notes, until the principal hereof is paid in full or duly provided for. This Note is one of a duly authorized issue of Notes of the Issuer, designated as the “Xxxxx Warehouse Securitization Notes, Series 20202019-2, [Class A][Class B][Class C][Class D] [Class E][Class F][Class G]” (the “[Class A][Class B][Class C][Class D][Class E][Class F] [Class G] Notes”), issued under and pursuant to the Indenture dated as of December [__]October 23, 2020 2019 (the “Indenture”), by and between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”). This Note is subject to the terms of the Indenture. All capitalized terms used in this Note and not otherwise defined shall have the meanings assigned to them in the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control. Except under certain circumstances set forth in the Indenture, the Notes are issuable only in registered, certificated form without coupons in minimum denominations of $25,000 and any integral multiple of $1 in excess thereof. This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee. Unless the certificate of authentication hereon has been duly executed by the Indenture Trustee by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS OR CHOICE OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THE HOLDER OF THIS NOTE XXXXXX AGREES THAT IT SHALL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING, OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW, FOR ONE YEAR AND ONE DAY AFTER THE LATEST MATURING NOTE ISSUED BY THE ISSUER IS PAID.

Boarding Fee. Together with the delivery of Servicing Records, the Servicer shall remit to the Standby Servicer a boarding fee equal to the greater of (i) Fifteen Dollars ($15) per loan for which the Servicing Records are to be delivered and (ii) Ten Thousand Dollars ($10,000). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF XXXXX WAREHOUSE SECURITIZATION TRUST 2020-2 1 (THE “ISSUER”) THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) IN A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT IN THE CASE OF THIS CLAUSE (C) TO RECEIPT OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE ACCEPTABLE TO THE ISSUER, THE INDENTURE TRUSTEE AND THE INITIAL PURCHASERS, TO THE EFFECT THAT SUCH REOFFER, RESALE, PLEDGE OR OTHER TRANSFER HAS BEEN MADE IN COMPLIANCE WITH OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE. DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”)) (EACH OF (I), (II) AND (III), A “BENEFIT PLAN INVESTOR”), (IV) A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR (V) AN ENTITY ANY OF THE ASSETS OF WHICH ARE (OR ARE DEEMED FOR PURPOSES OF SIMILAR LAW TO BE) PLAN ASSETS OF ANY SUCH GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF A NOTE (INCLUDING A PROPORTIONATE INTEREST IN THE ISSUER’S UNDERLYING ASSETS) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.] [CLASS E, CLASS F AND CLASS G NOTES: BY ITS ACCEPTANCE OF THIS NOTE OR ANY INTEREST THEREIN, THE HOLDER SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) IT IS NOT, AND FOR SO LONG AS IT HOLDS ANY BENEFICIAL INTEREST IN THIS NOTE WILL NOT BE (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN AND SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (III) AN ENTITY ANY OF THE ASSETS OF WHICH ARE DEEMED TO BE “PLAN ASSETS” (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AND (B) IF IT IS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR AN ENTITY ANY OF THE ASSETS OF WHICH ARE (OR ARE DEEMED FOR PURPOSES OF SIMILAR LAW TO BE) PLAN ASSETS OF ANY SUCH GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, ITS ACQUISITION, HOLDING AND DISPOSITION OF A NOTE (INCLUDING A PROPORTIONATE INTEREST IN THE ISSUER’S UNDERLYING ASSETS) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF SIMILAR LAW.] CUSIP No.: [___] Initial Note Balance of this Note as of the Closing Date: $__________ CLASS [A][B][C][D][E][F][G] No.: [___] Class Note Balance of all of the Class [___] Notes as of the Closing Date: $___________ XXXXX WAREHOUSE SECURITIZATION TRUST 2020-21, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to [__________], (a) upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal amount of [___________________] DOLLARS (U.S. $[_________]) on the Final Stated Maturity Date, unless there are funds available to pay the principal amount of this note in full on the Expected Maturity or the unpaid principal of this Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise, and (b) subject to the terms and provisions of the Indenture, interest thereon on each Payment Date, commencing in January 2021November 2020, at the Note Rate for the [Class A][Class B][Class C][Class D][Class E][Class F] [Class G] Notes, until the principal hereof is paid in full or duly provided for. This Note is one of a duly authorized issue of Notes of the Issuer, designated as the “Xxxxx Warehouse Securitization Notes, Series 2020-21, [Class A][Class B][Class C][Class D] [Class E][Class F][Class G]” (the “[Class A][Class B][Class C][Class D][Class E][Class F] [Class G] Notes”), issued under and pursuant to the Indenture dated as of December [__]October 26, 2020 (the “Indenture”), by and between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”). This Note is subject to the terms of the Indenture. All capitalized terms used in this Note and not otherwise defined shall have the meanings assigned to them in the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control. Except under certain circumstances set forth in the Indenture, the Notes are issuable only in registered, certificated form without coupons in minimum denominations of $25,000 and any integral multiple of $1 in excess thereof. This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee. Unless the certificate of authentication hereon has been duly executed by the Indenture Trustee by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS OR CHOICE OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THE HOLDER OF THIS NOTE XXXXXX AGREES THAT IT SHALL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING, OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW, FOR ONE YEAR AND ONE DAY AFTER THE LATEST MATURING NOTE ISSUED BY THE ISSUER IS PAID.