Common use of Covenants of the Bank Clause in Contracts

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thatthat upon the execution of the Terms Agreement: (a) Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to Rule 424(b) of the Rules and Regulations 424 within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriters of such timely filing. During any period that a prospectus relating In addition, to the Notes is required to be delivered to purchasers of the Notes by extent that the Underwriters and dealers participating in (i) have provided to the initial offering and sale of Bank Collateral Term Sheets (as defined below) that the Notes on the Closing Date under the Act (without regard Underwriters have provided to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period")prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424. (b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Underwriters copies of the proposed amendment or supplement for review and will not file any amendments such proposed amendment or supplement to which any Underwriter reasonably objects. (c) During the Registration Statementprospectus delivery period, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel Underwriters promptly after it receives notice thereof, (i) when notice is received from the Commission that any post-effective amendment to the any Registration Statement has become or will shall have become effective, (ii) of any request by the Commission for any amendment or supplement to the any Registration Statement or the Final Prospectus or for any additional information and information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or communication suspending or preventing, the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to suspend or prevent, any suspension of the qualification of the Notes for offer and sale of in any jurisdiction or the Notes initiation or threatening of any proceedings or examinations that may lead to proceeding for such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, purpose; and will use its reasonable best efforts to prevent the issuance of any such stop order or communication and notification and, if any is issued, will promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (bd) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is shall be necessary at any time to amend or supplement the Final Prospectus in order to comply with the Act or the Rules and RegulationsAct, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5)Commission, an amendment or a supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (ce) The Bank will furnish endeavor to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of qualify the Notes for offer and sale and the determination of their eligibility for investment under the securities or Blue Sky laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative designates Underwriters shall reasonably request and will cooperate in continuing continue such qualifications qualification in effect so long as reasonably required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or qualified; and provided, further, that the Bank shall not be required to take any action which would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now so subjectjurisdiction. (ef) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as each Underwriter may reasonably request. (g) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the BankUnderwriters shall cease to maintain a secondary market in the Notes, as Servicerwhichever first occurs, the Bank will furnish deliver to the Representative copies of each certificate and Underwriter (i) the annual statements of compliance delivered pursuant to the Noteholders Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Indenture Trustee or Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trustee Trust and (iv) all documents filed with the Commission pursuant to the Sale and Servicing AgreementExchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as soon as practicable after such statements and reports are furnished to the Indenture Trustee, Master Trust Trustee or the Owner Trustee. (f) So long as any of the Notes is outstandingfiled or, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession if an affiliate of the Bank concerning is not the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly availableServicer, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than soon thereafter as permitted by the Sale and Servicing Agreementpracticable. (h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the Notes, (ii) the cost of delivering the Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of the Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (v) the reasonable expenses and costs (not to exceed the amount specified in the Terms Agreement) incurred in connection with "blue sky" qualification of the Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Notes by them and advertising expenses connected with any offers that they may make). (i) To the extent, if any, that the rating provided with respect to the Series Certificate or the Notes by Standard & Poor's, Xxxxx'x and/or Fitch the rating agency or agencies that initially rate the Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing DateBank, the Bank shall furnish such documents and take any such other actions. (ij) For The Bank will cause the Owner Trust to make generally available to Noteholders and to the Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Owner Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder. (k) During the period beginning on the date hereof and ending on continuing to and including the Business Day following the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer not offer, sell, contract to sell or sell notes (other than otherwise dispose of any credit card asset-backed securities of the Notes) collateralized by, Bank which are substantially similar to the Notes without the prior written consent of each Underwriter or certificates (other than unless such securities are referenced in the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loansTerms Agreement.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Representatives and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement and (ii) to file the Prospectus with the Commission pursuant to Rule 424(b) General Instruction II.K. of Form F-9 under the Rules and Regulations within Securities Act not later than the time prescribed therein and will provide evidence satisfactory to the Representative Commission’s close of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectuses prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise time when any amendment to the Representative Canadian Preliminary Prospectus or its counsel (i) Canadian Prospectus has been filed or receipted, when notice is received from any supplement to the Commission that Canadian Preliminary Prospectus or Canadian Prospectus has been filed, when any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commission, (iiB) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for any amendment the amending or supplement supplementing of the Registration Statement, the Basic Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus or the Prospectuses or for additional information relating to the Registration Statement or Securities; and, in the Prospectus or for any additional information and (iii) event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably objects. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule IV hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives and, upon the request of the Representatives, prepare, file with the Commission (subject Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph (a) of this Section 5)any dealer upon request, an amendment either amendments or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish supplements to the Representative copies Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, each preliminary prospectus supplement relating to or so that the Notes, the Time of Sale Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")or supplemented, and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed will comply with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably requestapplicable law. (g) On or before If, during such period after the Closing Datefiling of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Bank Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall cause occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives, and, upon the request of the Representatives, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its computer records relating own expense, to the Receivables Underwriters and to be marked the dealers (whose names and addresses the Representatives will furnish to show the Trust's absolute ownership Bank) to which Securities may have been sold by the Representatives on behalf of the ReceivablesUnderwriters and to any other dealers upon request, and from and after either amendments or supplements to such Prospectus so that the Closing Date neither statements in such Prospectuses as so amended or supplemented will not, in the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest light of the Indenture Trustee thereincircumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, other than be misleading or so that such Prospectus, as permitted by the Sale and Servicing Agreementamended or supplemented, will comply with applicable law. (h) To make generally available to the extentBank’s security holders and to the Representatives as soon as practicable, if anybut in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the rating provided Bank may make such earnings statements generally available by filing quarterly and annual reports with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions Commission as may be required by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actionsExchange Act. (i) For Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the filing of the Canadian Basic Prospectus, the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Basic Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (j) During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived by the Representativenot to offer, neither the Bank nor any trust originatedsell, directly or indirectly, by the Bank will offer contract to sell or sell notes otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the NotesSecurities, (ii) collateralized bycommercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or certificates the offering in a form consented to by the Representatives (other than such consent not to be unreasonably withheld), and to file such final term sheet within two days of the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loanslater of the date such final terms have been established for the offering of the Securities and the date of first use.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required to be delivered to purchasers of the Notes Certificates by the Underwriters Underwriter and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the RepresentativeUnderwriter's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative Underwriter copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesCertificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriter may reasonably request. (d) The Bank will cooperate with the Representative Underwriter in arranging for the qualification of the Notes Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative Underwriter designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesCertificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative Underwriter copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative Underwriter may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Xxxxx'x, Standard & Poor's, Xxxxx'x 's and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the RepresentativeUnderwriter, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thatthat upon the execution of the applicable Terms Agreement: (a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to Rule 424(b) of the Rules and Regulations 424 within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriters of such timely filing. During any period that a prospectus relating In addition, to the Notes is required to be delivered to purchasers of the Notes by extent that the Underwriters and dealers participating in (i) have provided to the initial offering and sale of Bank Collateral Term Sheets (as defined below) that the Notes on the Closing Date under the Act (without regard Underwriters have provided to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period")prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424. (b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Underwriters copies of the proposed amendment or supplement for review and will not file any amendments such proposed amendment or supplement to which any Underwriter reasonably objects. (c) During the Registration Statementprospectus delivery period, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel Underwriters promptly after it receives notice thereof, (i) when notice is received from the Commission that any post-effective amendment to the any Registration Statement has become or will shall have become effective, (ii) of any request by the Commission for any amendment or supplement to the any Registration Statement or the Final Prospectus or for any additional information and information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or communication suspending or preventing, the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to suspend or prevent, any suspension of the qualification of the Notes for offer and sale of in any jurisdiction or the Notes initiation or threatening of any proceedings or examinations that may lead to proceeding for such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, purpose; and will use its reasonable best efforts to prevent the issuance of any such stop order or communication and notification and, if any is issued, will promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal thereof. (bd) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is shall be necessary at any time to amend or supplement the Final Prospectus in order to comply with the Act or the Rules and RegulationsAct, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5)Commission, an amendment or a supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (ce) The Bank will furnish endeavor to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of qualify the Notes for offer and sale and the determination of their eligibility for investment under the securities or Blue Sky laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative designates Underwriters shall reasonably request and will cooperate in continuing continue such qualifications qualification in effect so long as reasonably required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or qualified; and provided, further, that the Bank shall not be required to take any action which would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now so subjectjurisdiction. (ef) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as each Underwriter may reasonably request. (g) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the BankUnderwriters shall cease to maintain a secondary market in the Notes, as Servicerwhichever first occurs, the Bank will furnish deliver to the Representative copies of each certificate and Underwriter (i) the annual statements of compliance delivered pursuant to the Noteholders Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Indenture Trustee or Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trustee Trust and (iv) all documents filed with the Commission pursuant to the Sale and Servicing AgreementExchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as soon as practicable after such statements and reports are furnished to the Indenture Trustee, Master Trust Trustee or the Owner Trustee. (f) So long as any of the Notes is outstandingfiled or, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession if an affiliate of the Bank concerning is not the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly availableServicer, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than soon thereafter as permitted by the Sale and Servicing Agreementpracticable. (h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the Notes, (ii) the cost of delivering the Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of the Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (v) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Notes by them and advertising expenses connected with any offers that they may make). (i) To the extent, if any, that the rating provided with respect to the Series Certificate or the Notes by Standard & Poor's, Xxxxx'x and/or Fitch the rating agency or agencies that initially rate the Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing DateBank, the Bank shall furnish such documents and take any such other actions. (ij) For The Bank will cause the Trust to make generally available to Noteholders and to the Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder. (k) During the period beginning on the date hereof and ending on continuing to and including the Business Day following the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer not offer, sell, contract to sell or sell notes (other than otherwise dispose of any credit card asset-backed securities of the Notes) collateralized by, Bank which are substantially similar to the Notes without the prior written consent of each Underwriter or certificates (other than unless such securities are referenced in the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loansTerms Agreement.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Representatives and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement and (ii) to file the Prospectus with the Commission pursuant to Rule 424(b) General Instruction II.L of Form F-10 under the Rules and Regulations within Securities Act not later than the time prescribed therein and will provide evidence satisfactory to the Representative Commission’s close of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectuses prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise time when any amendment to the Representative Canadian Preliminary Prospectus or its counsel (i) Canadian Prospectus has been filed or receipted, when notice is received from any supplement to the Commission that Canadian Preliminary Prospectus or Canadian Prospectus has been filed, when any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commission, (iiB) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for any amendment the amending or supplement supplementing of the Registration Statement, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus or the Prospectuses or for additional information relating to the Registration Statement or Securities; and, in the Prospectus or for any additional information and (iii) event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, and to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule 4 hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives and, upon the request of the Representatives, prepare, file with the Commission (subject Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph (a) of this Section 5)any dealer upon request, an amendment either amendments or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish supplements to the Representative copies Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, each preliminary prospectus supplement relating to or so that the Notes, the Time of Sale Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")or supplemented, and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed will comply with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably requestapplicable law. (g) On or before If, during such period after the Closing Datefiling of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Bank Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall cause occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives, and, upon the request of the Representatives, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its computer records relating own expense, to the Receivables Underwriters and to be marked the dealers (whose names and addresses the Representatives will furnish to show the Trust's absolute ownership Bank) to which Securities may have been sold by the Representatives on behalf of the ReceivablesUnderwriters and to any other dealers upon request, and from and after either amendments or supplements to such Prospectus so that the Closing Date neither statements in such Prospectuses as so amended or supplemented will not, in the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest light of the Indenture Trustee thereincircumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, other than be misleading or so that such Prospectus, as permitted by the Sale and Servicing Agreementamended or supplemented, will comply with applicable law. (h) To the extent, if any, that the rating provided with respect make generally available to the Notes by Standard & Poor'sBank’s security holders and to the Representatives as soon as practicable, Xxxxx'x and/or Fitch is conditional upon but in any event not later than eighteen months after the furnishing effective date (as defined in Rule 158(c) under the Securities Act) of documents or the taking Registration Statement, an earnings statement of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. its subsidiaries (iwhich need not be audited) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.covering

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Representatives and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement and (ii) to file the Prospectus with the Commission pursuant to Rule 424(b) General Instruction II.K. of Form F-9 under the Rules and Regulations within Securities Act not later than the time prescribed therein and will provide evidence satisfactory to the Representative Commission’s close of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectuses prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise time when any amendment to the Representative Canadian Preliminary Prospectus or its counsel (i) Canadian Prospectus has been filed or receipted, when notice is received from any supplement to the Commission that Canadian Preliminary Prospectus or Canadian Prospectus has been filed, when any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commission, (iiB) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for any amendment the amending or supplement supplementing of the Registration Statement, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus or the Prospectuses or for additional information relating to the Registration Statement or Securities; and, in the Prospectus or for any additional information and (iii) event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, and to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule IV hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives and, upon the request of the Representatives, prepare, file with the Commission (subject Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph (a) of this Section 5)any dealer upon request, an amendment either amendments or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish supplements to the Representative copies Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, each preliminary prospectus supplement relating to or so that the Notes, the Time of Sale Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")or supplemented, and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed will comply with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably requestapplicable law. (g) On or before If, during such period after the Closing Datefiling of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Bank Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall cause occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives, and, upon the request of the Representatives, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its computer records relating own expense, to the Receivables Underwriters and to be marked the dealers (whose names and addresses the Representatives will furnish to show the Trust's absolute ownership Bank) to which Securities may have been sold by the Representatives on behalf of the ReceivablesUnderwriters and to any other dealers upon request, and from and after either amendments or supplements to such Prospectus so that the Closing Date neither statements in such Prospectuses as so amended or supplemented will not, in the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest light of the Indenture Trustee thereincircumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, other than be misleading or so that such Prospectus, as permitted by the Sale and Servicing Agreementamended or supplemented, will comply with applicable law. (h) To make generally available to the extentBank’s security holders and to the Representatives as soon as practicable, if anybut in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the rating provided Bank may make such earnings statements generally available by filing quarterly and annual reports with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions Commission as may be required by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actionsExchange Act. (i) For Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of Xxxxx Xxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section 6. It is understood, however, that, except as provided in this Section 6, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel. (j) During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the RepresentativeRepresentatives (such consent not to be unreasonably withheld), neither and to file such final term sheet within two days of the later of the date such final terms have been established for the offering of the Securities and the date of first use. (l) The Bank nor any trust originatedwill not take, directly or indirectly, by the Bank will offer any action designed to sell cause or sell notes (other than the Notes) collateralized byresult in, or certificates (other than the Certificates) evidencing an ownership interest that might cause or result in, receivables generated pursuant stabilization or manipulation of the price of the Securities to retail automobile facilitate the sale or light-duty truck installment sale contracts or purchase money loansresale of the Securities.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream BankingCedel Bank, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Offered Notes is required to be delivered to purchasers of the Offered Notes by the Underwriters and dealers participating in the initial offering and sale of the Offered Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "“prospectus delivery period"”), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Offered Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "“blue sky" ” law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's ’s prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Offered Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Offered Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe société anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Offered Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Offered Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' ’ reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Offered Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and any order of the Commission thereunder or pursuant to a "“no-action" ” letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's ’s absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ’s ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Offered Notes by Standard & Poor's’s, Xxxxx'x Xxxxx’x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Representatives and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement and (ii) to file the Prospectus with the Commission pursuant to Rule 424(b) General Instruction II.K. of Form F-9 under the Rules and Regulations within Securities Act not later than the time prescribed therein and will provide evidence satisfactory to the Representative Commission’s close of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectuses prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise time when any amendment to the Representative Canadian Preliminary Prospectus or its counsel (i) Canadian Prospectus has been filed or receipted, when notice is received from any supplement to the Commission that Canadian Preliminary Prospectus or Canadian Prospectus has been filed, when any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commission, (iiB) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for any amendment the amending or supplement supplementing of the Registration Statement, the Basic Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus or the Prospectuses or for additional information relating to the Registration Statement or Securities; and, in the Prospectus or for any additional information and (iii) event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule IV hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives and, upon the request of the Representatives, prepare, file with the Commission (subject Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph (a) of this Section 5)any dealer upon request, an amendment either amendments or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish supplements to the Representative copies Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, each preliminary prospectus supplement relating to or so that the Notes, the Time of Sale Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")or supplemented, and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed will comply with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably requestapplicable law. (g) On or before If, during such period after the Closing Datefiling of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Bank Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall cause occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives, and, upon the request of the Representatives, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its computer records relating own expense, to the Receivables Underwriters and to be marked the dealers (whose names and addresses the Representatives will furnish to show the Trust's absolute ownership Bank) to which Securities may have been sold by the Representatives on behalf of the ReceivablesUnderwriters and to any other dealers upon request, and from and after either amendments or supplements to such Prospectus so that the Closing Date neither statements in such Prospectuses as so amended or supplemented will not, in the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest light of the Indenture Trustee thereincircumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, other than be misleading or so that such Prospectus, as permitted by the Sale and Servicing Agreementamended or supplemented, will comply with applicable law. (h) To make generally available to the extentBank’s security holders and to the Representatives as soon as practicable, if anybut in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the rating provided Bank may make such earnings statements generally available by filing quarterly and annual reports with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions Commission as may be required by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actionsExchange Act. (i) For Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the filing of the Canadian Basic Prospectus, the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Basic Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (j) During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived by the Representativenot to offer, neither the Bank nor any trust originatedsell, directly or indirectly, by the Bank will offer contract to sell or sell notes otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the NotesSecurities, (ii) collateralized bycommercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or certificates the offering in a form consented to by the Representatives (other than such consent not to be unreasonably withheld), and to file such final term sheet within two days of the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loanslater of the date such final terms have been established for the offering of the Securities and the date of first use.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream BankingCedel Bank, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Xxxxx'x Investors Service ("Moody's"), Standard & Poor's Ratings Services ("Standard & Poor's, Xxxxx'x ") and/or Fitch Investors Services, L.P. ("Fitch") is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-light duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required to be delivered to purchasers of the Notes Certificates by the Underwriters Underwriter and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "“prospectus delivery period"”), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "“blue sky" ” law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's Underwriter’s prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative Underwriter copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesCertificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriter may reasonably request. (d) The Bank will cooperate with the Representative Underwriter in arranging for the qualification of the Notes Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative Underwriter designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesCertificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative Underwriter copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' ’ and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and any order of the Commission thereunder or pursuant to a "“no-action" ” letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative Underwriter may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's ’s absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ’s ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Xxxxx’x, Standard & Poor's, Xxxxx'x ’s and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the RepresentativeUnderwriter, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required to be delivered to purchasers of the Notes Certificates by the Underwriters Underwriter and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the RepresentativeUnderwriter's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative Underwriter copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesCertificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriter may reasonably request. (d) The Bank will cooperate with the Representative Underwriter in arranging for the qualification of the Notes Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative Underwriter designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesCertificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative Underwriter copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative Underwriter may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Xxxxx'x, Standard & Poor's, Xxxxx'x 's and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the RepresentativeUnderwriter, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Prospectus in a form reasonably approved by the Representatives and to file the Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectus prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise the Representative or its counsel (i) time when notice is received from the Commission that any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, as applicable, with the Commission, (iiB) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Commission for any amendment the amending or supplement to supplementing of the Registration Statement Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus or for any additional information and (iii) relating to the Securities; and, in the event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, and to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule 4 hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives and, upon the request of the Representatives, prepare, file with the Commission, as applicable, and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the filing of the Prospectus with the Commission, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives, and, upon the request of the Representatives, prepare, file with the Commission (subject Commission, as applicable, and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph the dealers (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank whose names and addresses the Representatives will furnish to the Representative copies Bank) to which Securities may have been sold by the Representatives on behalf of the Registration StatementUnderwriters and to any other dealers upon request, each preliminary prospectus supplement relating either amendments or supplements to the NotesProspectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, amended or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicersupplemented, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank comply with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreementapplicable law. (h) To make generally available to the extentBank’s security holders and to the Representatives as soon as practicable, if anybut in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the rating provided Bank may make such earnings statements generally available by filing quarterly and annual reports with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions Commission as may be required by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actionsExchange Act. (i) For Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Base Prospectus, the Preliminary Prospectus, the Prospectus and any amendment or supplement thereof with the Commission, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of Xxxxx Xxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section 6. It is understood, however, that, except as provided in this Section 6, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 9 below, the Underwriters will pay all of their own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel. (j) During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the RepresentativeRepresentatives (such consent not to be unreasonably withheld), neither and to file such final term sheet within two days of the later of the date such final terms have been established for the offering of the Securities and the date of first use. (l) The Bank nor any trust originatedwill not take, directly or indirectly, by any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities. (m) The Bank and each Underwriter, on a several basis, covenants and agrees that, during the distribution of the Securities, it will not provide any potential investor with any materials or information in relation to the distribution of the Securities or the Bank will offer to sell or sell notes (other than the Notes) collateralized byPreliminary Prospectus, the Prospectus, the free writing prospectus, and any amendments or certificates (other than supplements to the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loansforegoing in accordance with this Agreement.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Representatives and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement and (ii) to file the Prospectus with the Commission pursuant to Rule 424(b) General Instruction II.K. of Form F-9 under the Rules and Regulations within Securities Act not later than the time prescribed therein and will provide evidence satisfactory to the Representative Commission’s close of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectuses prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise time when any amendment to the Representative Canadian Preliminary Prospectus or its counsel (i) Canadian Prospectus has been filed or receipted, when notice is received from any supplement to the Commission that Canadian Preliminary Prospectus or Canadian Prospectus has been filed, when any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commission, (iiB) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for any amendment the amending or supplement supplementing of the Registration Statement, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus or the Prospectuses or for additional information relating to the Registration Statement or Securities; and, in the Prospectus or for any additional information and (iii) event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, and to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule IV hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives and, upon the request of the Representatives, prepare, file with the Commission (subject Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph (a) of this Section 5)any dealer upon request, an amendment either amendments or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish supplements to the Representative copies Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, each preliminary prospectus supplement relating to or so that the Notes, the Time of Sale Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")or supplemented, and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed will comply with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably requestapplicable law. (g) On or before If, during such period after the Closing Datefiling of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Bank Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall cause occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives, and, upon the request of the Representatives, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its computer records relating own expense, to the Receivables Underwriters and to be marked the dealers (whose names and addresses the Representatives will furnish to show the Trust's absolute ownership Bank) to which Securities may have been sold by the Representatives on behalf of the ReceivablesUnderwriters and to any other dealers upon request, and from and after either amendments or supplements to such Prospectus so that the Closing Date neither statements in such Prospectuses as so amended or supplemented will not, in the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest light of the Indenture Trustee thereincircumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, other than be misleading or so that such Prospectus, as permitted by the Sale and Servicing Agreementamended or supplemented, will comply with applicable law. (h) To make generally available to the extentBank’s security holders and to the Representatives as soon as practicable, if anybut in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the rating provided Bank may make such earnings statements generally available by filing quarterly and annual reports with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions Commission as may be required by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actionsExchange Act. (i) For Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of Xxxxx Xxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel. (j) During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the RepresentativeRepresentatives (such consent not to be unreasonably withheld), neither and to file such final term sheet within two days of the later of the date such final terms have been established for the offering of the Securities and the date of first use. (l) The Bank nor any trust originatedwill not take, directly or indirectly, by the Bank will offer any action designed to sell cause or sell notes (other than the Notes) collateralized byresult in, or certificates (other than the Certificates) evidencing an ownership interest that might cause or result in, receivables generated pursuant stabilization or manipulation of the price of the Securities to retail automobile facilitate the sale or light-duty truck installment sale contracts or purchase money loansresale of the Securities.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream BankingCedel Bank, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act [(without regard to any market making prospectus required to be delivered by any Underwriter under the Act) )] (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x Moody's and/or Fitch is conditional upon the furnishing of documents or docuxxxxx xr the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery periodPROSPECTUS DELIVERY PERIOD"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; providedPROVIDED, howeverHOWEVER, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The In further consideration of the agreements of the Underwriters herein contained, the Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will file To furnish to you, without charge, [ ] signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and, during the period mentioned in paragraph (c) below, as many copies of the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein any supplements and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, thereto or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become as you may reasonably request. (b) Before amending or will become effective, (ii) of any request by the Commission for any amendment or supplement to supplementing the Registration Statement or the Prospectus Prospectus, to furnish to you a copy of each such proposed amendment or for any additional information supplement and (iii) of any order or communication suspending or preventing, or threatening not to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of file any such order proposed amendment or communication and supplement to obtain as soon as possible its lifting, if issuedwhich you reasonably object. (bc) If, at any time during such period after the prospectus delivery periodfirst date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if if, in the opinion of counsel for the Underwriters, it is necessary at any time to amend or supplement the Prospectus in order to comply with the Act or the Rules and Regulationsapplicable law, the Bank promptly will prepare and forthwith to prepare, file with the Commission (subject and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph the dealers (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank whose names and addresses you will furnish to the Representative copies Bank) to which Securities may have been sold by you on behalf of the Registration StatementUnderwriters and to any other dealers upon request, each preliminary prospectus supplement relating either amendments or supplements to the NotesProspectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law. (d) To endeavor to qualify the Securities for offer and all amendments and supplements to sale under the securities or Blue Sky laws of such documents, in each case jurisdictions as soon as available and in such quantities as the Representative may you shall reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, To make generally available to the Bank, as Servicer, will furnish 's security holders and to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, you as soon as practicable after such statements an earning statement covering the twelve-month period beginning [ ], which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and reports are furnished to the Indenture Trustee or rules and regulations of the Owner TrusteeCommission thereunder. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived by the Representativenot to offer, neither sell, contract to sell or otherwise dispose of any debt securities of the Bank nor or warrants to purchase securities of the Bank substantially similar to the Securities (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of ABN AMRO Incorporated. (g) To pay all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement and the Prospectus and all amendments and supplements thereto; (ii) the preparation, issuance and delivery of the Securities; (iii) the fees and disbursements of the Bank's counsel and accountants and of the Trustee and its counsel; (iv) the qualification of the Securities under state securities or Blue Sky laws in accordance with the provisions of Section 6(d), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any trust originatedBlue Sky or Legal Investment Memoranda; (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of each preliminary prospectus and the Prospectus and any amendments or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of any Blue Sky or Legal Investment Memoranda; (vii) any fees charged by rating agencies for the rating of the Securities; (viii) the filing fees and expenses, directly or indirectlyif any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. made in connection with the offering of the Securities; and (ix) any expenses incurred by the Bank will offer in connection with a "road show" presentation to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loanspotential investors.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Prospectus in a form reasonably approved by the Representatives and to file the Prospectus with the Commission pursuant to Rule 424(b) not later than the Commission’s close of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectus prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise the Representative or its counsel (i) time when notice is received from the Commission that any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, with the Commission, (iiB) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Commission for any amendment the amending or supplement to supplementing of the Registration Statement Statement, the Basic Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus or for any additional information and (iii) relating to the Securities; and, in the event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule IV hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives and, upon the request of the Representatives, prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the filing of the Prospectus with the Commission the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives, and, upon the request of the Representatives, prepare, file with the Commission (subject and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph the dealers (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank whose names and addresses the Representatives will furnish to the Representative copies Bank) to which Securities may have been sold by the Representatives on behalf of the Registration StatementUnderwriters and to any other dealers upon request, each preliminary prospectus supplement relating either amendments or supplements to the NotesProspectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, amended or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicersupplemented, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank comply with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreementapplicable law. (h) To make generally available to the extentBank’s security holders and to the Representatives as soon as practicable, if anybut in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the rating provided Bank may make such earnings statements generally available by filing quarterly and annual reports with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions Commission as may be required by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actionsExchange Act. (i) For Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with the Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (j) During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived by the Representativenot to offer, neither the Bank nor any trust originatedsell, directly or indirectly, by the Bank will offer contract to sell or sell notes otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the NotesSecurities, (ii) collateralized bycommercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or certificates the offering in a form consented to by the Representatives (other than such consent not to be unreasonably withheld), and to file such final term sheet within two days of the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loanslater of the date such final terms have been established for the offering of the Securities and the date of first use.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Prospectus in a form reasonably approved by the Representatives and to file the Prospectus with the Commission pursuant to Rule 424(b) not later than the Commission’s close of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectus prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise the Representative or its counsel (i) time when notice is received from the Commission that any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, with the Commission, (iiB) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the offering of the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Notes for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Commission for any amendment the amending or supplement to supplementing of the Registration Statement Statement, the Basic Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening relating to suspend or prevent, the offer and sale of the Notes or the Conversion Shares; and, in the event of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the offering of the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule IV hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Notes at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives and, upon the request of the Representatives, prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the filing of the Prospectus with the Commission the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives, and, upon the request of the Representatives, prepare, file with the Commission (subject and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph the dealers (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank whose names and addresses the Representatives will furnish to the Representative copies Bank) to which Notes may have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (h) To make generally available to the Bank’s security holders and to the Representatives as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, each preliminary prospectus supplement relating an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the Notesperformance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration and delivery of the Notes and the registration of the Conversion Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and all amendments and supplements to such documentsany of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in each case as soon as available the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Notes to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in such quantities as the Representative may reasonably request. (d) The Bank will cooperate connection with the Representative offer and sale of the Notes under state securities laws and all expenses in arranging for connection with the qualification of the Notes for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the determination reasonable and documented fees and disbursements of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify counsel for the Euroclear System Underwriters in connection with such qualification and in connection with the Blue Sky or Clearstream Bankinglegal investment memorandum, societe anonyme(iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Notes by the Financial Industry Regulatory Authority, as Inc., (v) any fees charged by the Representative designates and will cooperate in continuing such qualifications in effect so long as required rating agencies for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement rating of the Notes, (vi) the cost of the preparation, issuance and delivery of the Notes, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with the Indenture and the Notes, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, as Servicerand travel and lodging expenses of the representatives and officers of the Bank and any such consultants, will furnish (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the Representative copies performance of each certificate the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the annual statements last paragraph of compliance delivered to Section 10 below, the Noteholders Underwriters will pay all of their own costs and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale expenses, including fees and Servicing Agreementdisbursements of their counsel, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as transfer taxes payable on resale of any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), them and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed advertising expenses connected with any governmental or regulatory authority which is otherwise publicly available, as the Representative offers they may reasonably requestmake. (gj) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived by the Representativenot to offer, neither the Bank nor any trust originatedsell, directly or indirectly, by the Bank will offer contract to sell or sell notes otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Notes (other than (i) the Notes, (ii) collateralized bycommercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Notes, containing only information that describes the final terms of the Notes or certificates the offering in a form consented to by the Representatives (other than such consent not to be unreasonably withheld), and to file such final term sheet within two days of the Certificateslater of the date such final terms have been established for the offering of the Notes and the date of first use. (l) evidencing an ownership interest inTo use its commercially reasonable efforts to list, receivables generated pursuant within 30 days from the Closing Date, subject to retail automobile or light-duty truck installment sale contracts or purchase money loansnotice of issuance if applicable, the Conversion Shares on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”). The Bank will use its commercially reasonable efforts to maintain the listing of the Conversion Shares on the TSX and the NYSE. (m) To reserve and keep available, at all times, free of preemptive rights, enough Common Shares for the purpose of enabling the Bank to satisfy its obligations to issue the Conversion Shares upon conversion of the Notes.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. The Bank will file any Issuer Free Writing Prospectus when and to the extent required by Rule 433(d) of the Rules and Regulations. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, other than an Issuer Free Writing Prospectus listed on Annex A, the Bank will furnish to the Representative a copy of the proposed Issuer Free Writing Prospectus for review and approval. During any period that a prospectus relating to the Offered Notes is required to be delivered to purchasers of the Offered Notes by the Underwriters and dealers participating in the initial offering and sale of the Offered Notes on the Closing Date under the Act (without regard to any market making prospectus or required to be delivered by any Underwriter under but for Rule 172 of the ActRules and Regulations) (a "the “prospectus delivery period"”), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Offered Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "“blue sky" ” law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's ’s prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, the Preliminary Prospectus, each preliminary prospectus supplement relating to the NotesIssuer Free Writing Prospectus, the Prospectus, Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Offered Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Offered Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Offered Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' ’ reports and attestation reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Offered Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, Noteholders and (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request; provided, however, that the Bank shall not be required to furnish hereunder any reports concerning the Trust filed by the Bank with the Commission. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's ’s absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ’s ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Offered Notes by Standard & Poor's, Xxxxx'x Xxxxx’x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans. (j) The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433(d) of the Rules and Regulations.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes Certificates is required to be delivered to purchasers of the Notes Certificates by the Underwriters and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act [(without regard to any market making prospectus required to be delivered by any Underwriter under pursuant to the Act) )] (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesCertificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesCertificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Xxxxx'x, Standard & Poor's, Xxxxx'x 's and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act [(without regard to any market making prospectus required to be delivered by any Underwriter under the Act) )] (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required to be delivered to purchasers of the Notes Certificates by the Underwriters Underwriter and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "prospectus delivery periodPROSPECTUS DELIVERY PERIOD"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the RepresentativeUnderwriter's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative Underwriter copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesCertificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriter may reasonably request. (d) The Bank will cooperate with the Representative Underwriter in arranging for the qualification of the Notes Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative Underwriter designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesCertificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative Underwriter copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative Underwriter may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Moody's, Standard & Poor's, Xxxxx'x 's and/or Fitch is conditional upon the furnishing furxxxxxxx of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the RepresentativeUnderwriter, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The In further consideration of the agreements of the Underwriters herein contained, the Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will file To furnish the Prospectus with the Commission pursuant to Rule 424(b) Lead Managers, without charge, 3 signed copies of the Rules Registration Statement (including exhibits thereto) and Regulations within for delivery to each other Underwriter a conformed copy of the time prescribed Registration Statement (without exhibits thereto) and, during the period mentioned in Section 5(c) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters supplements and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, thereto or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issuedLead Managers may reasonably request. (b) IfBefore amending or supplementing the Registration Statement, at the Time of Sale Prospectus or the Prospectus with respect to the Offered Securities, to furnish to the Lead Managers a copy of each such proposed amendment or supplement and not to file any time during the prospectus delivery period, any event occurs as a result of such proposed amendment or supplement to which the Prospectus Lead Managers promptly and reasonably object. (c) Only to use free writing prospectuses in compliance with the following provisions: (i) the Bank shall not, subject to Section 5(d), make any offer relating to the Offered Securities that would constitute a free writing prospectus without the prior consent of the Lead Managers; (ii) the Bank shall comply with the requirements of Rule 433 of the Securities Act Regulations with respect to any such free writing prospectus; and (iii) any such free writing prospectus shall not, as then amended of its issue date and through the Closing Date for the Offered Securities, include any information that conflicts with the information contained in the Registration Statement and the Prospectus, and any such free writing prospectus shall not, as of the date it is issued or supplemented would include filed pursuant to Rule 433 of the Securities Act Regulations, contain an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein, in light of the circumstances under which they were made, and when read together with the Time of Sale Prospectus, not misleading. Back to Contents (d) To prepare a final term sheet (the “Final Term Sheet”), containing a summary of the terms of the Offered Securities, which shall be in a form approved by the Lead Managers and shall reflect the terms agreed with the Lead Managers. The Bank shall file the Final Term Sheet with the Commission pursuant to Rule 433(d) of the Securities Act Regulations within the time period prescribed by such Rule. These provisions shall only apply if the Lead Managers on behalf of the Underwriters give the Bank notice, prior to pricing, that they intend to use term sheets in connection with the sale of the Offered Securities. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under which they were madethe Securities Act) is delivered to a purchaser, not misleading, or if if, in the opinion of counsel for the Underwriters, it is necessary at any time to amend or supplement the Prospectus in order to comply with the Act or the Rules and Regulationsapplicable law, the Bank promptly will prepare and forthwith to prepare, file with the Commission (subject and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph the dealers (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank whose names and addresses the Lead Managers will furnish to the Representative copies Bank) to which Offered Securities may have been sold by the Lead Managers on behalf of the Registration StatementUnderwriters and to any other dealers upon request, each preliminary prospectus supplement relating either amendments or supplements to the NotesProspectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, amended or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicersupplemented, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank comply with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably requestapplicable law. (g) On To endeavor to qualify the Offered Securities for offer and sale under the securities or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership Blue Sky laws of such Receivables United States jurisdictions as the Lead Back to Contents Managers shall reasonably request and to maintain such qualification for as long as the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing AgreementLead Managers shall reasonably request. (h) To the extent, if any, that the rating provided with respect make generally available to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon Bank’s security holders and to the furnishing Lead Managers as soon as practicable an earning statement or statements of documents or the taking of any other actions by the Bank agreed upon on or prior to and its subsidiaries which shall satisfy the Closing Date, provisions of Section 11(a) of the Bank shall furnish such documents Securities Act and take any such other actionsthe rules and regulations of the Commission thereunder. (i) For To pay all expenses incident to the period beginning performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement and the Prospectus and all amendments and supplements thereto; (ii) the preparation, issuance and delivery of the Offered Securities; (iii) the fees and disbursements of the Bank’s counsel and accountants and of the Fiscal Agent and its counsel; (iv) the qualification of the Offered Securities under state securities or Blue Sky laws in accordance with the provisions of Section 5(d), including filing fees and the fees and disbursements of counsel for the Underwriters reasonably incurred in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Memoranda; (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on the date hereof and ending on the Closing Datebehalf of, unless waived used by, or referred to by the RepresentativeBank and any amendments or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of any Blue Sky or Legal Investment Memoranda; (vii) any fees charged by rating agencies for the rating of the Offered Securities; (viii) the filing fees and expenses, neither if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. made in connection with the Offered Securities; (ix) the cost of printing certificates representing the Offered Securities; (x) the costs and charges of any calculation agent, fiscal agent, transfer agent, paying agent, registrar or depositary; (xi) the Bank’s own expenses (including, without limitation, the travel and lodging expenses of the Bank’s representatives and officers) relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Offered Securities and those costs relating to such investor presentations incurred with the prior express approval of the Bank; and (xii) all other costs and expenses incident to the performance of the obligations of the Bank nor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 7 entitled “Indemnity and Contribution”, and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any trust originatedof the Offered Securities by them and any advertising expenses connected with any offers they may make. (j) The Bank will not take, directly or indirectly, by any action designed to or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Bank will offer to sell facilitate the sale or sell notes (other than resale of the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loansOffered Securities.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required under the Act to be delivered to purchasers of the Notes Offered Certificates by the Underwriters underwriters and dealers participating in the initial offering and sale of the Notes Offered Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and and, if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Offered Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the RepresentativeUnderwriter's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative Underwriter copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesOffered Certificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriter may reasonably request. (d) The Bank will cooperate with the Representative Underwriter in arranging for the qualification of the Notes Offered Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative Underwriter designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesOffered Certificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative Underwriter copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative Underwriter may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Xxxxx'x Investors Service ("Moody's"), Standard & Poor's Ratings Services ("Standard & Poor's, Xxxxx'x ") and/or Fitch Investors Services, L.P. ("Fitch") is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the RepresentativeUnderwriter, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-light duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. The Bank will file any Issuer Free Writing Prospectus when and to the extent required by Rule 433(d) of the Rules and Regulations. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, other than an Issuer Free Writing Prospectus listed on Annex A, the Bank will furnish to the Representative a copy of the proposed Issuer Free Writing Prospectus for review and approval. During any period that a prospectus relating to the Offered Notes is required to be delivered to purchasers of the Offered Notes by the Underwriters and dealers participating in the initial offering and sale of the Offered Notes on the Closing Date under the Act (without regard to any market making prospectus or required to be delivered by any Underwriter under but for Rule 172 of the ActRules and Regulations) (a "“prospectus delivery period"”), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Offered Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "“blue sky" ” law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's ’s prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, the Preliminary Prospectus, each preliminary prospectus supplement relating to the NotesIssuer Free Writing Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Offered Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe société anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Offered Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Offered Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' ’ reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Offered Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, Noteholders and (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request; provided, however, that the Bank shall not be required to furnish hereunder any reports concerning the Trust filed by the Bank with the Commission. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's ’s absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ’s ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Offered Notes by Standard & Poor's, Xxxxx'x Xxxxx’x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans. (j) The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433(d) of the Rules and Regulations.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thatInitial Purchasers as follows: (a) The Bank If any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchasers or counsel for the Bank, to amend or supplement the Offering Circular in order that the Offering Circular will file not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the Prospectus statements therein not misleading in light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of either such counsel, at any such time to amend the Offering Circular in order to comply with the Commission pursuant to Rule 424(b) requirements of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period")Regulatory Authorities, the Bank will not file forthwith prepare any amendments such amendment or supplement to the Registration StatementOffering Circular (and will file the same with the Regulatory Authorities if required) so that, as so amended or any amendments supplemented, the Offering Circular will not include an untrue statement of a material fact or supplements omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time it is delivered to a purchaser, not misleading and the Offering Circular will comply with such requirements. The Bank will furnish to the Prospectus unless it shall first have delivered Initial Purchasers as many copies of such amendments amendment or supplements to supplement as the RepresentativeInitial Purchasers shall reasonably request. (b) The Bank will notify the Initial Purchasers immediately, and confirm the notice in writing, of the institution or threatened institution by any Federal or state bank or securities regulatory authority of any proceedings in respect of the Offering Circular, or the offering of the Securities (including, without limitation, any suspension of the qualification of the Securities for offering or sale in any jurisdiction) and will use every commercially reasonable effort to prevent the issuance of any order preventing or interfering with the offering of the Securities or the use of the Offering Circular and, if any such order is issued, to obtain the Representative shall have reasonably objected thereto promptly after receipt thereof; lifting thereof at the earliest possible moment. (c) The Bank will promptly advise the Representative or its counsel (i) when notice is received from will inform the Commission that any post-effective amendment Initial Purchasers of its and the Corporation's intention to the Registration Statement has become make or will become effective, (ii) of any request by the Commission for file any amendment or supplement to the Registration Statement Offering Circular, (ii) will furnish the Initial Purchasers with copies of any such proposed amendment, supplement or the Prospectus or for any additional information other document and (iii) will not file or permit the filing of any order such amendment, supplement or communication suspending or preventingother document in a form to which Lehman Brothers Inc., on behalf of the Initial Purchasers, or threatening counsel xxx xhe Initial Purchasers shall reasonably object. (d) The Bank will furnish to suspend or preventthe Initial Purchasers, without charge, as many copies of the Offering Circular (including, without limitation, the offer Incorporated Documents) and sale each amendment or supplement thereto as Lehman Brothers Inc., on behalf of the Notes or of any proceedings or examinations that Initial Purchasers, may lead reasonxxxx xequest from time to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the time. (e) The Bank is advised thereof, and will use its reasonable efforts best efforts, in cooperation with the Initial Purchasers, to prevent qualify the issuance Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as Lehman Brothers Inc., on behalf of the Initial Purchasers, may designxxx xxd to maintain such qualifications in effect; provided, however, that the Bank shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Bank will file such order or communication statements and to obtain reports as soon may be required by the laws of each jurisdiction in which the Securities have been qualified as possible its liftingabove provided. The Bank will also supply the Initial Purchasers with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as Lehman Brothers Inc., if issuedon behalf of the Initial Purchasers, may requesx. (bf) IfSo long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and the rules and regulations of the Commission promulgated thereunder (the "SECURITIES ACT REGULATIONS"), to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) of the Securities Act Regulations ("RULE 144A INFORMATION"). If at any time during the prospectus delivery period, any an event occurs or conditions exist as a result of which any Rule 144A Information or any amendment or supplement thereto would not comply with the Prospectus as then amended requirements of Rule 144A or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank will promptly will notify Lehman Brothers Inc., by telephone (with confirmation in writing) and xxxx promptly prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement to such Rule 144A Information which will correct such non-compliance, untrue statement or omission or an amendment or supplement which will effect such complianceomission. (cg) The Bank will furnish obtain on or prior to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the ProspectusSettlement Date all necessary governmental authorizations, and all amendments and supplements to such documentsapprovals or consents of third parties, if any, required of it in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate connection with the Representative in arranging for the qualification issuance, sale and delivery of the Notes for sale Securities and the determination performance of their eligibility for investment under the laws of its obligations hereunder and thereunder, and to cause such jurisdictionsauthorizations, or as necessary approvals and consents to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications be continued in effect so long as required for the distribution any of the NotesSecurities remain outstanding; provided, howeverthat the foregoing shall not be applicable to any governmental authorizations, that neither approvals or consents for the Bank nor (i) pursuant to Section 38(h)(2) of the Trust shall be obligated FDI Act, to qualify make any payment on the Securities in the event the Bank become critically undercapitalized within the meaning of such section, or (ii) pursuant to do business Section 32.104(c) of the Texas Banking Act to pay interest due or principal repayable on the Securities when the Bank is in any jurisdiction in which it is not currently so qualified a "hazardous condition" or "insolvent" or to take any action which the extent that payment would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by cause the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to in a "no-actionhazardous condition" letter from or "insolvent," each within the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership meaning of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreementsection. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. The Bank will file any Issuer Free Writing Prospectus when and to the extent required by Rule 433(d) of the Rules and Regulations. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, other than an Issuer Free Writing Prospectus listed on Annex A, the Bank will furnish to the Representative a copy of the proposed Issuer Free Writing Prospectus for review and approval. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus or required to be delivered by any Underwriter under but for Rule 172 of the ActRules and Regulations) (a "“prospectus delivery period"”), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "“blue sky" ” law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's ’s prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, the Preliminary Prospectus, each preliminary prospectus supplement relating to the NotesIssuer Free Writing Prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe société anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' ’ reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, Noteholders and (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request; provided, however, that the Bank shall not be required to furnish hereunder any reports concerning the Trust filed by the Bank with the Commission. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's ’s absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ’s ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's’s, Xxxxx'x Xxxxx’x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans. (j) The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433(d) of the Rules and Regulations.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required under the Act to be delivered to purchasers of the Notes Certificates by the Underwriters underwriters and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and and, if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream BankingCedel Bank, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Xxxxx'x, Standard & Poor's, Xxxxx'x 's and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required under the Act to be delivered to purchasers of the Notes Certificates by the Underwriters underwriters and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and and, if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the RepresentativeUnderwriter's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative Underwriter copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesCertificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriter may reasonably request. (d) The Bank will cooperate with the Representative Underwriter in arranging for the qualification of the Notes Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative Underwriter designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesCertificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative Underwriter copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative Underwriter may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Xxxxx'x, Standard & Poor's, Xxxxx'x 's and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the RepresentativeUnderwriter, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-light duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Prospectus in a form reasonably approved by the Representatives and to file the Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectus prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise the Representative or its counsel (i) time when notice is received from the Commission that any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, as applicable, with the Commission, (iiB) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Commission for any amendment the amending or supplement to supplementing of the Registration Statement Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus or for any additional information and (iii) relating to the Securities; and, in the event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, and to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by, the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule 4 hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives and, upon the request of the Representatives, prepare, file with the Commission, as applicable, and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the filing of the Prospectus with the Commission, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives, and, upon the request of the Representatives, prepare, file with the Commission (subject Commission, as applicable, and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph the dealers (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank whose names and addresses the Representatives will furnish to the Representative copies Bank) to which Securities may have been sold by the Representatives on behalf of the Registration StatementUnderwriters and to any other dealers upon request, each preliminary prospectus supplement relating either amendments or supplements to the NotesProspectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, amended or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicersupplemented, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank comply with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreementapplicable law. (h) To make generally available to the extentBank’s security holders and to the Representatives as soon as practicable, if anybut in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the rating provided Bank may make such earnings statements generally available by filing quarterly and annual reports with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions Commission as may be required by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actionsExchange Act. (i) For Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Base Prospectus, the Preliminary Prospectus, the Prospectus and any amendment or supplement thereof with the Commission, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of Xxxxx Xxxxx LLP and Xxxxx, Xxxxxxx & Xxxxxxx LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section 6. It is understood, however, that, except as provided in this Section 6, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 9 below, the Underwriters will pay all of their own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel. (j) During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the RepresentativeRepresentatives (such consent not to be unreasonably withheld), neither and to file such final term sheet within two days of the later of the date such final terms have been established for the offering of the Securities and the date of first use. (l) The Bank nor any trust originatedwill not take, directly or indirectly, by any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities. (m) The Bank and each Underwriter, on a several basis, covenants and agrees that, during the distribution of the Securities, it will not provide any potential investor with any materials or information in relation to the distribution of the Securities or the Bank will offer to sell or sell notes (other than the Notes) collateralized byPreliminary Prospectus, the Prospectus, the free writing prospectus, and any amendments or certificates (other than supplements to the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loansforegoing in accordance with this Agreement.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes Certificates is required to be delivered to purchasers of the Notes Certificates by the Underwriters and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act [(without regard to any market making prospectus required to be delivered by any Underwriter under pursuant to the Act) )] (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesCertificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesCertificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Moody's, Standard & Poor's, Xxxxx'x 's and/or Fitch is conditional upon the furnishing fxxxxxxxng of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required to be delivered to purchasers of the Notes Certificates by the Underwriters underwriters and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the RepresentativeUnderwriter's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.this

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes Certificates is required to be delivered to purchasers of the Notes Certificates by the Underwriters and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under pursuant to the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesCertificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesCertificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Xxxxx'x, Standard & Poor's, Xxxxx'x 's and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the Representative's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x Moody's and/or Fitch is conditional upon the furnishing of documents or the documentx xx xxe taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required to be delivered to purchasers of the Notes Certificates by the Underwriters underwriters and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the RepresentativeUnderwriter's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative copies of the Registration Statement, each preliminary prospectus supplement relating to the Notes, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicer, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the Representative, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.this

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Prospectus in a form reasonably approved by the Representatives and to file the Prospectus with the Commission pursuant to Rule 424(b) not later than the Commission’s close of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectus prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise the Representative or its counsel (i) time when notice is received from the Commission that any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, with the Commission, (iiB) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Commission for any amendment the amending or supplement to supplementing of the Registration Statement Statement, the Basic Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus or for any additional information and (iii) relating to the Securities; and, in the event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule IV hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives and, upon the request of the Representatives, prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the filing of the Prospectus with the Commission the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives, and, upon the request of the Representatives, prepare, file with the Commission (subject and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph the dealers (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank whose names and addresses the Representatives will furnish to the Representative copies Bank) to which Securities may have been sold by the Representatives on behalf of the Registration StatementUnderwriters and to any other dealers upon request, each preliminary prospectus supplement relating either amendments or supplements to the NotesProspectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, amended or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicersupplemented, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank comply with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreementapplicable law. (h) To make generally available to the extentBank’s security holders and to the Representatives as soon as practicable, if anybut in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the rating provided Bank may make such earnings statements generally available by filing quarterly and annual reports with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions Commission as may be required by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actionsExchange Act. (i) For Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (j) During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived by the Representativenot to offer, neither the Bank nor any trust originatedsell, directly or indirectly, by the Bank will offer contract to sell or sell notes otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the NotesSecurities, (ii) collateralized bycommercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or certificates the offering in a form consented to by the Representatives (other than such consent not to be unreasonably withheld), and to file such final term sheet within two days of the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loanslater of the date such final terms have been established for the offering of the Securities and the date of first use.

Covenants of the Bank. The In further consideration of the agreements of the Underwriters herein contained, the Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will file To furnish the Prospectus with the Commission pursuant to Rule 424(b) Lead Managers, without charge, 3 signed copies of the Rules Registration Statement (including exhibits thereto) and Regulations within for delivery to each other Underwriter a conformed copy of the time prescribed Registration Statement (without exhibits thereto) and, during the period mentioned in Section 5(c) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters supplements and dealers participating in the initial offering and sale of the Notes on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, thereto or any amendments or supplements to the Prospectus unless it shall first have delivered copies of such amendments or supplements to the Representative, and if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issuedLead Managers may reasonably request. (b) IfBefore amending or supplementing the Registration Statement, at the Time of Sale Prospectus or the Prospectus with respect to the Offered Securities, to furnish to the Lead Managers a copy of each such proposed amendment or supplement and not to file any time during the prospectus delivery period, any event occurs as a result of such proposed amendment or supplement to which the Prospectus Lead Managers promptly and reasonably object. (c) Only to use free writing prospectuses in compliance with the following provisions: (i) the Bank shall not, subject to Section 5(d), make any offer relating to the Offered Securities that would constitute a free writing prospectus without the prior consent of the Lead Managers; (ii) the Bank shall comply with the requirements of Rule 433 of the Securities Act Regulations with respect to any such free writing prospectus; and (iii) any such free writing prospectus shall not, as then amended of its issue date and through the Closing Date for the Offered Securities, include any information that conflicts with the information contained in the Registration Statement and the Prospectus, and any such free writing prospectus shall not, as of the date it is issued or supplemented would include filed pursuant to Rule 433 of the Securities Act Regulations, contain an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein, in light of the circumstances under which they were made, and when read together with the Time of Sale Prospectus, not misleading. (d) To prepare a final term sheet (the “Final Term Sheet”), containing a summary of the terms of the Offered Securities, which shall be in a form approved by the Lead Managers and shall reflect the terms agreed with the Lead Managers. The Bank shall file the Final Term Sheet with the Commission pursuant to Rule 433(d) of the Securities Act Regulations within the time period prescribed by such Rule. These provisions shall only apply if the Lead Managers on behalf of the Underwriters give the Bank notice, prior to pricing, that they intend to use term sheets in connection with the sale of the Offered Securities. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under which they were madethe Securities Act) is delivered to a purchaser, not misleading, or if if, in the opinion of counsel for the Underwriters, it is necessary at any time to amend or supplement the Prospectus in order to comply with the Act or the Rules and Regulationsapplicable law, the Bank promptly will prepare and forthwith to prepare, file with the Commission (subject and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph the dealers (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank whose names and addresses the Lead Managers will furnish to the Representative copies Bank) to which Offered Securities may have been sold by the Lead Managers on behalf of the Registration StatementUnderwriters and to any other dealers upon request, each preliminary prospectus supplement relating either amendments or supplements to the NotesProspectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, amended or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicersupplemented, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank comply with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably requestapplicable law. (g) On To endeavor to qualify the Offered Securities for offer and sale under the securities or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership Blue Sky laws of such Receivables United States jurisdictions as the Lead Managers shall reasonably request and to maintain such qualification for as long as the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing AgreementLead Managers shall reasonably request. (h) To the extent, if any, that the rating provided with respect make generally available to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon Bank’s security holders and to the furnishing Lead Managers as soon as practicable an earning statement or statements of documents or the taking of any other actions by the Bank agreed upon on or prior to and its subsidiaries which shall satisfy the Closing Date, provisions of Section 11(a) of the Bank shall furnish such documents Securities Act and take any such other actionsthe rules and regulations of the Commission thereunder. (i) For To pay all expenses incident to the period beginning performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement and the Prospectus and all amendments and supplements thereto; (ii) the preparation, issuance and delivery of the Offered Securities; (iii) the fees and disbursements of the Bank’s counsel and accountants and of the Fiscal Agent and its counsel; (iv) the qualification of the Offered Securities under state securities or Blue Sky laws in accordance with the provisions of Section 5(d), including filing fees and the fees and disbursements of counsel for the Underwriters reasonably incurred in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Memoranda; (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on the date hereof and ending on the Closing Datebehalf of, unless waived used by, or referred to by the RepresentativeBank and any amendments or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of any Blue Sky or Legal Investment Memoranda; (vii) any fees charged by rating agencies for the rating of the Offered Securities; (viii) the filing fees and expenses, neither if any, incurred with respect to any filing with the Financial Industry Regulatory Authority made in connection with the Offered Securities; (ix) the cost of printing certificates representing the Offered Securities; (x) the costs and charges of any calculation agent, fiscal agent, transfer agent, paying agent, registrar or depositary; (xi) the Bank’s own expenses (including, without limitation, the travel and lodging expenses of the Bank's representatives and officers) relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Offered Securities and those costs relating to such investor presentations incurred with the prior express approval of the Bank; and (xii) all other costs and expenses incident to the performance of the obligations of the Bank nor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 7 entitled “Indemnity and Contribution”, and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any trust originatedof the Offered Securities by them and any advertising expenses connected with any offers they may make. (j) The Bank will not take, directly or indirectly, by any action designed to or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Bank will offer to sell facilitate the sale or sell notes (other than resale of the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loansOffered Securities.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Bank will To prepare the Prospectus in a form reasonably approved by the Representatives and to file the Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. During any period that a prospectus relating to the Notes is required to be delivered to purchasers of the Notes by the Underwriters and dealers participating in the initial offering and sale of the Notes business on the Closing Date under second business day following the Act (without regard to any market making prospectus required to be delivered by any Underwriter under the Act) (a "prospectus execution and delivery period"), the Bank will not file any amendments to of this Agreement; before amending or supplementing the Registration Statement, the Time of Sale Prospectus or any amendments or supplements the Prospectus prior to the Prospectus unless it shall first have delivered copies Time of such amendments or supplements Delivery, to furnish to the Representative, Representatives a copy of each such proposed amendment or supplement and if not to file any such proposed amendment or supplement to which the Representative Representatives shall have reasonably objected thereto in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after receipt it receives notice thereof; , (A) of the Bank will promptly advise the Representative or its counsel (i) time when notice is received from the Commission that any post-effective amendment to the Registration Statement has become been filed or will become effectivebecomes effective or any supplement to the Preliminary Prospectus or the Prospectus has been filed, in each case, as applicable, with the Commission, (iiB) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Commission for any amendment the amending or supplement to supplementing of the Registration Statement Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus or for any additional information and (iii) relating to the Securities; and, in the event of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such stop order or communication and of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain as soon as possible its lifting, if issuedthe withdrawal of such order. (b) IfTo endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, at to file any time during general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Representatives, without charge, and to each of the Underwriters, so long as delivery of a prospectus delivery periodby an Underwriter or dealer may be required by the Securities Act, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto as the Representatives may reasonably request. (d) To furnish to the Representatives a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus. (e) Other than the filing with the Commission of the final term sheet substantially in the form set forth in Schedule 4 hereto, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Representatives and, upon the request of the Representatives, prepare, file with the Commission, as applicable, and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the filing of the Prospectus with the Commission, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Rules and RegulationsTrust Indenture Act, forthwith to notify the Bank promptly will prepare and Representatives, and, upon the request of the Representatives, prepare, file with the Commission (subject Commission, as applicable, and furnish, at its own expense, to the Representative's prior review pursuant Underwriters and to paragraph the dealers (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank whose names and addresses the Representatives will furnish to the Representative copies Bank) to which Securities may have been sold by the Representatives on behalf of the Registration StatementUnderwriters and to any other dealers upon request, each preliminary prospectus supplement relating either amendments or supplements to the NotesProspectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request. (d) The Bank will cooperate with the Representative in arranging for the qualification of the Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions, amended or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, as the Representative designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Notes; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the Notes, the Bank, as Servicersupplemented, will furnish to the Representative copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes is outstanding, the Bank will furnish to the Representative as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Noteholders, (B) all documents filed, or caused to be filed, by the Bank comply with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreementapplicable law. (h) To make generally available to the extentBank’s security holders and to the Representatives as soon as practicable, if anybut in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the rating provided Bank may make such earnings statements generally available by filing quarterly and annual reports with respect to the Notes by Standard & Poor's, Xxxxx'x and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions Commission as may be required by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actionsExchange Act. (i) For Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Base Prospectus, the Preliminary Prospectus, the Prospectus and any amendment or supplement thereof with the Commission, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of Xxxxx Xxxxx LLP and Xxxxx, Xxxxxxx & Xxxxxxx LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section 6. It is understood, however, that, except as provided in this Section 6, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 9 below, the Underwriters will pay all of their own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel. (j) During the period beginning on the date hereof and ending on continuing to and including the Closing Date, unless waived not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representatives). (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the RepresentativeRepresentatives (such consent not to be unreasonably withheld), neither and to file such final term sheet within two days of the later of the date such final terms have been established for the offering of the Securities and the date of first use. (l) The Bank nor any trust originatedwill not take, directly or indirectly, by any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities. (m) The Bank and each Underwriter, on a several basis, covenants and agrees that, during the distribution of the Securities, it will not provide any potential investor with any materials or information in relation to the distribution of the Securities or the Bank will offer to sell or sell notes (other than the Notes) collateralized byPreliminary Prospectus, the Prospectus, the free writing prospectus, and any amendments or certificates (other than supplements to the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loansforegoing in accordance with this Agreement.

Covenants of the Bank. The Bank covenants and agrees with the Underwriters Underwriter that: (a) The Bank will file the Prospectus with the Commission pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Representative Underwriter of such timely filing. During any period that a prospectus relating to the Notes Certificates is required under the Act to be delivered to purchasers of the Notes Certificates by the Underwriters underwriters and dealers participating in the initial offering and sale of the Notes Certificates on the Closing Date under the Act (without regard to any market making prospectus required to be delivered by any the Underwriter under pursuant to the Act) (a "prospectus delivery period"), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or supplements to the RepresentativeUnderwriter, and and, if the Representative Underwriter shall have reasonably objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes Certificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or "blue sky" law, as soon as the Bank is advised thereof, and will use its reasonable efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus in order to comply with the Act or the Rules and Regulations, the Bank promptly will prepare and file with the Commission (subject to the RepresentativeUnderwriter's prior review pursuant to paragraph (a) of this Section 5), an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) The Bank will furnish to the Representative Underwriter copies of the Registration Statement, each preliminary prospectus supplement relating to the NotesCertificates, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriter may reasonably request. (d) The Bank will cooperate with the Representative Underwriter in arranging for the qualification of the Notes Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions, or as necessary to qualify for the Euroclear System or Clearstream Banking, societe anonyme, jurisdictions as the Representative Underwriter designates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the NotesCertificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (e) For a period from the date of this Agreement until the retirement of the NotesCertificates, the Bank, as Servicer, will furnish to the Representative Underwriter copies of each certificate and the annual statements of compliance delivered to the Noteholders and the independent certified public accountants' and reports furnished to the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (f) So long as any of the Notes Certificates is outstanding, the Bank will furnish to the Representative Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the NoteholdersCertificateholders, (B) all documents filed, or caused to be filed, by the Bank with respect to the Trust with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any order of the Commission thereunder or pursuant to a "no-action" letter from the staff of the Commission and (C) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is otherwise publicly available, as the Representative Underwriter may reasonably request. (g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust's ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as permitted by the Sale and Servicing Agreement. (h) To the extent, if any, that the rating provided with respect to the Notes Certificates by Xxxxx'x Investors Service ("Moody's"), Standard & Poor's Ratings Services ("Standard & Poor's, Xxxxx'x ") and/or Fitch Investors Services, L.P. ("Fitch") is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions. (i) For the period beginning on the date hereof and ending on the Closing Date, unless waived by the RepresentativeUnderwriter, neither the Bank nor any trust originated, directly or indirectly, by the Bank will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-light duty truck installment sale contracts or purchase money loans.