Common use of Covenants of the Depositor Clause in Contracts

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Initial Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Initial Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b424(h) not later than the second third business day following before the date it is first usedApplicable Time. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first usedApplicable Time. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters Underwriter that: (a) The Depositor shall furnish to will prepare a Prospectus Supplement setting forth the Representatives, without charge, during terms of the period mentioned Notes not specified in Section 6(e) below, as many copies of the Preliminary Prospectus or Supplement, including the Final price at which the Notes are to be purchased by the Underwriter, the initial public offering price, the selling concessions and allowances, and such other information as the Depositor deems appropriate and shall furnish a copy to the Underwriter in accordance with Section 5(b) of this Agreement. The Depositor will transmit the Prospectus to the Commission pursuant to Rule 424(b) by a means reasonably calculated to result in filing that complies with all applicable provisions of Rule 424(b). The Depositor will advise the Underwriter promptly of any such filing pursuant to Rule 424(b). The Depositor will transmit the Bond Size Free Writing Prospectus and any supplements and amendments thereof or thereto the “free writing prospectus” in the form attached as Annex B hereto (the Representatives may “Pricing Free Writing Prospectus”) to the Commission pursuant to Rule 433(d) by a means reasonably requestcalculated to result in filing that complies with all applicable provisions of Rule 433(d). (b) The Prior to the termination of the offering of the Notes, the Depositor will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Depositor has filed furnished the Underwriter with a copy for its review prior to filing and will not file any such proposed amendment or shall supplement to which the Underwriter reasonably objects. Subject to the foregoing sentence, if filing of a supplement to the Prospectus is otherwise required under Rule 424(b), the Depositor will file each Preliminary Prospectus the supplement to the Prospectus, properly completed, with the Commission pursuant to and in accordance with the applicable paragraph of Rule 424(b) not later than within the second business day following time period prescribed and will provide evidence satisfactory to the date it is first usedUnderwriter of such timely filing. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall will advise the Representatives Underwriter promptly of any proposal to amend or supplement the Registration StatementStatement or the Prospectus, and will not effect such amendment or supplement without the Underwriter's consent, which consent will not unreasonably be withheld. The Depositor will also advise the Underwriter promptly of any Preliminary request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information and the Final Depositor will also advise the Underwriter promptly of any amendment or supplement to the Registration Statement or the Prospectus and shall consult with them of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose, and their counsel with respect the Depositor will use its best efforts to any comments they may have on prevent the issuance of any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by stop order and to obtain as soon as possible the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension lifting of duty to report noticesany issued stop order. (ed) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) be delivered under the Act in connection with sales (including delivery as contemplated by any Underwriter or dealerRule 172 under the Act), any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the ActAct or the Exchange Act or the respective Rules and Regulations thereunder, the Depositor promptly shall (1) will notify the Representatives of such event Underwriter and (2) will prepare and file file, or cause to be prepared and filed, with the Commission, subject to the first sentence of paragraph (db) of this Section 65, an amendment or supplement which that will correct such statement or omission omission, or effect such compliance. Any such filing shall not operate as a waiver or limitation on any right of the Underwriter hereunder. (e) The Depositor will furnish to the Underwriter copies of the Registration Statement (one of which will be signed and will include all exhibits), the Preliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriter requests. (f) The Depositor represents and agrees that, unless it obtains will assist the prior consent Underwriter in arranging for the qualification of the RepresentativesNotes for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States, and each Underwriteror as necessary to qualify for Euroclear Bank S.A./N.V. or Clearstream Banking, severally and not jointlysociété anonyme, represents and agrees with as the Depositor that, unless it obtains the prior consent of the Depositor, it has not made Underwriter designates and will not make any offer relating continue to assist the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing ProspectusUnderwriter in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the prior consent of the parties hereto Depositor nor CFSC shall be deemed required to have been given with respect qualify to the Free Writing Prospectuses included do business in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in Section 5(d)(i) above, the Bloomberg Information and the information described any jurisdiction in Section 5(d)(iii) abovewhich it is now not subject to service of process. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no the Underwriter shall continue cease to maintain a secondary market in the Offered Notes, whichever first occursoccurs first, the Depositor shall will deliver or cause to be delivered to the Representatives, upon request, Underwriter the Servicer’s annual statement as statements of compliance and the annual independent certified public accountants' reports furnished to compliance the Owner Trustee or the Indenture Trustee pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB Agreement, as soon as such statements and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same reports are furnished to the Owner Trustee or the Indenture Trustee and the Owner Trustee. (ih) So long as any of the Offered Notes are outstanding, the Depositor shall will furnish to the Representatives Underwriter (i) as soon as available, a copy of each report practicable after the end of the Depositor fiscal year all documents required to be distributed to Noteholders or filed with the Commission under pursuant to the Exchange Act or mailed to the holders any order of the Offered Notes, Commission thereunder and (ii) from time to time, such any other information concerning the Depositor filed with any government or regulatory authority which is otherwise publicly available, as the Representatives Underwriter may reasonably request. (ji) Whether On or not before the transactions contemplated by this Agreement are consummatedClosing Date, the Depositor shall pay or cause the computer records of the Depositor and the Servicer relating to the Receivables to be paid all expenses incident marked to show the performance Issuing Entity's absolute ownership of the Depositor’s obligations under this AgreementReceivables, and from and after the Closing Date neither the Depositor nor the Servicer shall pay or cause to be paid or shall reimburse take any action inconsistent with the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws Issuing Entity's ownership of such jurisdictions Receivables, other than as permitted by the Representatives have reasonably requested pursuant to Section 6(g) Sale and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersServicing Agreement. (kj) To the extent, if any, that any the rating necessary provided with respect to satisfy the condition set forth in Section 7(k) Notes by the rating agency or agencies that initially rate the Notes is conditioned conditional upon the furnishing of documents or the taking of any other actions by the Depositor on or after the Closing DateDepositor, the Depositor shall furnish such documents and take any such other actions. (lk) If, during For the period beginning on the date of this Agreement and ending seven days after the Closing Date in which a prospectus relating Date, unless waived by the Underwriter, none of the Depositor, CFSC or any trust originated, directly or indirectly, by the Depositor or CFSC 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 fixed-rate retail installment sale contracts or finance leases and secured by equipment similar to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop orderFinanced Equipment. (ml) The Depositor and the Sponsor CFSC each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty will deliver to the Depositor Underwriter, all opinions, certificates and other documents or information delivered by it to the Owner Trustee and the Sponsor Indenture Trustee at the time such opinions, certificates and other documents or information are delivered to the Owner Trustee or the Indenture Trustee pursuant to the Sale and Servicing Agreement and the Purchase Agreement with respect to perfection and priority of CFSC's interest in the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other partyReceivables.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b424(h) not later than the second third business day following before the date it is first usedApplicable Time. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first usedApplicable Time. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e5(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 65, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto[, in the Intex CDI files as described in Section 5(d)(i4(d)(i) above, ] and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g5(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k6(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the [Initial] Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the [Initial] Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no each Underwriter is not advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b424(h) not later than the second third business day following before the date it is first usedApplicable Time. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first usedApplicable Time. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, above and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thatUnderwriter as follows: (a) The Depositor shall furnish will give the Underwriter notice of its intention to file or prepare (i) any amendment to the RepresentativesRegistration Statement at any time prior to the Closing Date or (ii) any amendment or supplement to the Prospectus (including any revised prospectus that the Depositor proposes for use by the Underwriter in connection with the offering of the Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, without charge, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) at any time during the period mentioned in Section 6(e) belowwhen a prospectus relating to the Certificates is required to be delivered under the 1933 Act and the Depositor, will furnish the Underwriter with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as many copies of the Preliminary Prospectus case may be, and will not file any such amendment or supplement or use any such prospectus to which the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may Underwriter shall reasonably requestobject. (b) The Depositor has filed or shall file each Preliminary will cause the Prospectus to be transmitted to the Commission for filing pursuant to and in accordance with Rule 424(b) not later than under the second business day following 1933 Act by means reasonably calculated to result in filing with the date it is first usedCommission pursuant to said rule. (c) The Depositor shall prepare will deliver to the Underwriter a copy of the Registration Statement as originally filed and file the Final Prospectus pursuant of each amendment thereto prior to and in accordance with Rule 424(b) not later than the second business day following the date it is first usedhereof (including exhibits filed therewith or incorporated by reference therein). (d) The Depositor shall advise will furnish to the Representatives promptly Underwriter, from time to time during the period when a prospectus relating to the Certificates is required to be delivered under the 1933 Act, such number of any proposal to amend copies of the Prospectus (as amended or supplement supplemented) as the Registration Statement, any Preliminary Prospectus Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the Final Prospectus 1934 Act or the respective applicable rules and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by regulations of the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report noticesCommission thereunder. (e) If, at any time when during the period after the first date of the public offering of the Certificates in which a prospectus relating to the Offered Notes Certificates is (or but for the exemption in Rule 172 would be required to be) be delivered under the Act in connection with sales by any Underwriter or dealer1933 Act, any event occurs shall occur as a result of which it is necessary to amend or supplement the Final Preliminary Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Depositor will forthwith amend or supplement the Final Prospectus so that, as then so amended or supplemented would supplemented, the Prospectus will not 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 madeexisting at the time it is delivered to a purchaser, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, and the Depositor promptly shall (1) notify will furnish to the Representatives Underwriter a reasonable number of copies of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliancesupplement. (f) The Depositor represents and agrees that, unless it obtains will endeavor to arrange for the prior consent qualification of the Representatives, Certificates for sale under the applicable securities laws of such states and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent other jurisdictions of the Depositor, it has not made United States as the Underwriter may reasonably designate and will not make any offer relating to maintain such qualification in effect so long as required for the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectusinitial distribution of Certificates; provided, however, that the prior consent of the parties hereto Depositor shall not be deemed obligated to have been given with respect to the Free Writing Prospectuses included qualify as a foreign corporation in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described any jurisdiction in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) abovewhich it is not so qualified. (g) The Depositor shall take such action in order to exempt will use the Offered Notes net proceeds received by it from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions Certificates in the various jurisdictions manner specified in which the Offered Notes were originally exempted for saleProspectus under "Use of Proceeds". (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not If the transactions contemplated by this Agreement are consummated, the Depositor shall will pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations of the Depositor under this Agreement. Except as herein provided, the Underwriter shall be responsible for the payment of all costs and shall pay or cause to be paid or shall reimburse the Underwriters for expenses incurred by it, including, without limitation, (i) any reasonable expenses (including reasonable the fees and disbursements of outside counselcounsel of the Underwriter and (ii) incurred such additional costs arising out of any Computational Materials and ABS Term Sheets prepared and/or distributed by them the Underwriter, in connection with (i) the qualification or exemption purchase and sale of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersCertificates. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (li) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes Certificates is required to be delivered under the 1933 Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes Certificates is in effect, the Depositor shall will immediately advise the Representatives Underwriter of the issuance of such stop order. (mj) The Depositor will file with the Commission within fifteen days of the issuance of the Certificates a report on Form 8-K setting forth specific information concerning the Certificates and the Sponsor each acknowledges and agrees Mortgage Pool to the extent that each Underwriter such information is acting solely not set forth in the capacity of an arm’s length contractual counterparty Prospectus. The Depositor will also file with the Commission a report on Form 8-K setting forth all Computational Materials and ABS Term Sheets (as such terms are defined herein) provided to the Depositor by the Underwriter and identified by it as such within the Sponsor with respect time period allotted for such filing pursuant to the offering No- Action Letters; provided, however, that prior to such filing of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) Computational Materials and not as a fiduciary to, or an agent of, ABS Term Sheets by the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as must comply with its obligations pursuant to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor Section 4 and the Sponsor shall consult with their own advisors concerning such matters Depositor must receive a letter from Deloitte & Touche LLP, certified public accountants, satisfactory in form and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability substance to the Depositor, to the Sponsor or any other person with respect thereto. Any review effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Underwriters of the Depositor, as a result of which they have determined that the Sponsorinformation included in the Computational Materials and ABS Term Sheets (if any), provided by the transactions contemplated hereby or other matters relating Underwriter to the Depositor for filing on Form 8-K pursuant to Section 4 and this subsection (j), and that the accountants have examined in accordance with such agreed upon procedures, is accurate except as to such transactions will matters that are not deemed by the Depositor to be performed solely for the benefit of the Underwriters and material. The Depositor shall not be on behalf of the Depositor, the Sponsor file any corrected Computational Materials or any other partyABS Term Sheets described in Section 4(c)(iv) as soon as practicable following receipt thereof.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a2.16(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the ACOLT Indenture Trustee and the ACOLT Owner Trustee pursuant to Section 4.02(a2.17(a) of the Trust Sale Servicing Agreement and Servicing furnished to the AART Indenture Trustee and the AART Owner Trustee pursuant to Section 4.02(b) of the Administration Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the ACOLT Indenture Trustee, the ACOLT Owner Trustee, the AART Indenture Trustee and the AART Owner Trustee, as applicable. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e5(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 65, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i4(d)(i) above, above and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g5(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k6(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no each Underwriter is not advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, without charge, during the period mentioned in Section 6(e5(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 65, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, hereto and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g5(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k6(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no each Underwriter is not advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, ,[ in the Intex CDI files as described in Section 5(d)(i) above, ,] the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the [Initial] Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the [Initial] Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the several Underwriters that:, to the extent that the Issuer has not already performed such act pursuant to Section 8(a): (ai) To the extent permitted by applicable law and the agreements and instruments that bind the Depositor, the Depositor will use its reasonable best efforts to cause the Issuer to comply with the covenants set forth in Section 8(a) hereof. (ii) The Depositor shall furnish will use its reasonable best efforts to prevent the Representatives, without charge, during issuance by the period mentioned in Section 6(e) below, as many copies Commission of any stop order suspending the effectiveness of the Preliminary Prospectus or Registration Statement and, if issued, to obtain as soon as possible the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably requestwithdrawal thereof. (biii) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b(A) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, If at any time when a prospectus relating Final Prospectus or Pricing Package (or, in lieu thereof, the notice referred to the Offered Notes is (or but for the exemption in Rule 172 would be 173(a) under the Securities Act) is required to be) be delivered under the Act in connection with sales by any Underwriter or dealerSecurities Act, any event occurs shall have occurred as a result of which the Pricing Package (prior to the availability of the Final Preliminary Prospectus Prospectus) or the Final Prospectus as then amended or supplemented would would, in the reasonable judgment of the Representatives or the Depositor, 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 existing at the time of delivery of such Pricing Package or Final Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under which they were madethe Securities Act), not misleading; or (B) if to comply with the Securities Act, the Exchange Act or if the related rules and regulations (including, without limitation, Section 11(a) or 12(a)(2) under the Securities Act and Rule 10b-5 under the Exchange Act) it is shall be necessary at any time to amend the Registration Statement or supplement the Pricing Package, the Final Preliminary Prospectus or the Registration Statement, or to file any document incorporated by reference in the Registration Statement, the Pricing Package or the Final Prospectus to comply with the Actor in any amendment thereof or supplement thereto, then, in each case of (A) or (B), the Depositor promptly shall (1) will notify the Representatives of such event promptly and (2) prepare and file with the CommissionCommission an appropriate amendment, subject supplement or document (the use of which has been consented to paragraph (dby the Representatives) of this Section 6, an amendment or supplement which that will correct such statement or omission or effect such compliance, and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (fiv) The Depositor represents shall prepare the Final Prospectus in a form approved by the Representatives and agrees thatfile such Final Prospectus pursuant to, unless it obtains and within the time period specified in, Rule 424(b) and Rule 430A under the Securities Act. The Depositor will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without reasonable prior consent of notice to the Underwriters or to which Counsel for the Underwriters shall reasonably object by written notice to the Issuer within two business days after notification thereof. The Depositor shall notify the Underwriters promptly (and, if requested by the Representatives, confirm such notice in writing) (i) when the Registration Statement and each Underwriterany amendments thereto become effective, severally and not jointly(ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, represents and agrees with the Depositor that, unless it obtains the prior consent (iii) of the Depositor’s intention to file, it has not made and will not make or prepare any offer relating supplement or amendment to, the Registration Statement, any preliminary prospectus, the Final Prospectus or the Pricing Package, (iv) of the delivery to the Offered Notes that would constitute an Issuer Free Writing Commission for filing of any amendment of or supplement to the Registration Statement or the Final Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of any preliminary prospectus, the Final Prospectus or that would otherwise constitute a Free Writing Prospectus; providedthe Pricing Package or, howeverin each case, that the prior consent of the parties hereto shall be deemed to have been given initiation or threatening of any proceedings therefore, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Issuer of any notification with respect to the Free Writing Prospectuses included suspension of the qualification of the Bonds for sale in Schedule 3 and Schedule 4 heretoany state or jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Intex CDI files Depositor will use reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) abovesoon as possible. (gv) The Depositor shall take such action use all commercially reasonable efforts to cause the conditions precedent set forth in order Section 9 hereof to exempt be fulfilled at or prior to the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for saleClosing Date. (hvi) For a period from commencing on the date hereof and ending on the 15th day after the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occursFinal Prospectus, the Depositor shall deliver agrees not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any Similar Debt Securities or securities convertible into or exchangeable for Similar Debt Securities, sell or grant options, rights or warrants with respect to Similar Debt Securities or securities convertible into or exchangeable for Similar Debt Securities, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Similar Debt Securities whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Similar Debt Securities or other securities, in cash or otherwise, (iii) file or cause to be delivered filed a registration statement, including any amendments, with respect to the registration of Similar Debt Securities or securities convertible, exercisable or exchangeable into Similar Debt Securities, or (iv) publicly announce an offering of any Similar Debt Securities or securities convertible or exchangeable into Similar Debt Securities, in each case without the prior written consent the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (ivii) So long as any The Depositor will cause the proceeds for the issuance and sale of the Offered Notes are outstanding, Bonds to be applied for the Depositor shall furnish to purposes described in the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably requestPricing Package. (jviii) Whether or The Depositor, to the extent not paid for by the transactions contemplated by this Agreement are consummatedIssuer, the Depositor shall will pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counseldescribed in Section 8(a)(v) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwritershereof. (kix) As soon as practicable, but not later than 16 months, after the date hereof, the Depositor will make generally available (by posting on its website or otherwise) to its security holders, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act. (x) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k9(n) hereof is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actionsactions to the extent reasonably requested by any Rating Agency. (lxi) If, during The initial storm recovery charge for the period after Bonds will be calculated in accordance with the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop orderFinancing Order. (mxii) The Depositor and So long as any of the Sponsor each acknowledges and agrees that each Underwriter is acting solely Bonds are outstanding, the Depositor, in the its capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor as sponsor with respect to the offering Bonds, will cause the Issuer to furnish to the Representatives, if and to the extent not posted on EXXXX or the Depositor or its affiliate’s website, (A) upon request, a copy of any filings with the NCUC pursuant to the Financing Order including, but not limited to any issuance advice letter, any true-up adjustment filings, and (B) from time to time, any public financial information in respect of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary toDepositor, or an agent ofany material information regarding the Storm Recovery Property to the extent it is reasonably available (other than confidential or proprietary information) concerning the Issuer as the Representatives may reasonably request. (xiii) So long as the Bonds are rated by a Rating Agency, the Depositor, in its capacity as sponsor with respect to the Sponsor or Bonds, will cause the Issuer to comply with the 17g-5 Representations, other than (x) any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal noncompliance of the transactions contemplated hereby, and no Underwriter shall 17g-5 Representations that would not have any responsibility a material adverse effect on the Bonds or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters rating of the Depositor, Bonds or (y) any noncompliance arising from the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit breach by an Underwriter of the Underwriters representations and shall not be on behalf of the Depositor, the Sponsor or any other partywarranties and covenants set forth in Section 15 hereof.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e5(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (dc) of this Section 65, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 hereto and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not If the transactions contemplated by this Agreement are consummatednot consummated or this Agreement is terminated pursuant to Section 9 below, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall will pay or cause to be paid or shall will reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g5(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k6(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the [Initial] Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the [Initial] Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes securities contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no each Underwriter is not advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with as follows: A. To prepare the Prospectus in a form approved by the Underwriters that: (a) The Depositor shall furnish and to the Representatives, without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary such Prospectus pursuant to and in accordance with Rule 424(b) under the Securities Act not later than the second business day following time required thereby; to make no further amendment or any supplement to the date it is first usedRegistration B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (ci) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly conformed copies of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or Statement as originally filed with the Final Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and shall consult with them any amended or supplemented Prospectus; and their counsel with respect to (iii) any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed document incorporated by the Depositor reference in the ordinary course that contain opinions, Prospectus (including exhibits thereto). If the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension delivery of duty to report notices. (e) If, a prospectus is required at any time when a prospectus relating prior to the Offered Notes is (or but for expiration of nine months after the exemption in Rule 172 would be required to be) delivered under the Act Effective Time in connection with sales by the offering or sale of the Offered Certificates, and if at such time any Underwriter or dealer, any event occurs events shall have occurred as a result of which the Final Preliminary Prospectus or 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 mademade when such Prospectus is delivered, not misleading, or or, if for any other reason it is shall be necessary at any time during such same period to amend the Registration Statement or supplement the Final Preliminary Prospectus or to file under the Final Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Depositor promptly shall (1) notify the Representatives of Underwriters and, upon the Underwriters' request, shall file such event document and (2) prepare and file with furnish without charge to the Commission, subject Underwriters and to paragraph (d) any dealer in securities as many copies as the Underwriters may from time to time reasonably request of this Section 6, an amendment amended Prospectus or a supplement to the Prospectus which will correct corrects such statement or omission or effect effects such compliance, and D. To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Depositor or the Underwriters, be required by the Securities Act or requested by the Commission. (f) E. The Depositor represents and agrees that, unless it obtains will cause any Investor Materials (as defined below) with respect to the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with Offered Certificates which are delivered by any Underwriter to the Depositor thatand accompanied by a letter, unless it obtains reasonably acceptable to the prior consent of Underwriters and the Depositor, it has not made and will not make any offer relating of KPMG Peat Marwick LLP with respect to such Investor Materials to be filed with the Offered Notes that would constitute an Issuer Free Writing Prospectus Commission on a Current Report on Form 8-K (the "Form 8-K -- Investor Materials") at or that would otherwise constitute a Free Writing Prospectusbefore the time required by the No Action Letters (defined below); provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above. (g) The Depositor shall take such action have no obligation to file any materials which, in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality Depositor after consultation with such Underwriter, (i) are not required to be filed pursuant to the No Action Letters or (ii) contain any erroneous information or untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafterstatements therein not misleading; it being understood, until all of the Offered Notes have been retiredhowever, that the Depositor shall arrange for have no obligation to review or pass upon the filing and making accuracy or adequacy of, and shall pay all fees applicable toor to correct, such statements and reports and renewals of registration necessary in order any Investor Materials provided by any Underwriter to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummatedaforesaid. For purposes hereof, as to each Underwriter, the Depositor term "Investor Materials" shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreementmean those Computational Materials, ABS Term Sheets and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred Collateral Term Sheets delivered by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each an Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor within the meaning of the no-action letter dated May 20, 1994 issued by the Commission to Kiddxx, Xxabxxx Xxxeptance Corporation I and certain affiliates, the no-action letter dated May 27, 1994 issued by the Commission to the Public Securities Association and the Sponsor with respect no action letter dated February 17, 1995 issued by the Commission to the offering Public Securities Association (collectively, the "No Action Letters") for which the filing of such material is a condition of the Offered Notes contemplated hereby (including relief granted in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other partyletters.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thatUnderwriter as follows: (a) The Depositor shall furnish will give the Underwriter notice of its intention to file or prepare (i) any amendment to the RepresentativesRegistration Statement at any time prior to the Closing Date or (ii) any amendment or supplement to the Prospectus (including any revised prospectus that the Depositor proposes for use by the Underwriter in connection with the offering of the Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, without charge, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) at any time during the period mentioned in Section 6(e) belowwhen a prospectus relating to the Certificates is required to be delivered under the 1933 Act and the Depositor, will furnish the Underwriter with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as many copies of the Preliminary Prospectus case may be, and will not file any such amendment or supplement or use any such prospectus to which the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may Underwriter shall reasonably requestobject. (b) The Depositor has filed or shall file each Preliminary will cause the Prospectus to be transmitted to the Commission for filing pursuant to and in accordance with Rule 424(b) not later than under the second business day following 1933 Act by means reasonably calculated to result in filing with the date it is first usedCommission pursuant to said rule. (c) The Depositor shall prepare will deliver to the Underwriter a copy of the Registration Statement as originally filed and file the Final Prospectus pursuant of each amendment thereto prior to and in accordance with Rule 424(b) not later than the second business day following the date it is first usedhereof (including exhibits filed therewith or incorporated by reference therein). (d) The Depositor shall advise will furnish to the Representatives promptly Underwriter, from time to time during the period when a prospectus relating to the Certificates is required to be delivered under the 1933 Act, such number of any proposal to amend copies of the Prospectus (as amended or supplement supplemented) as the Registration Statement, any Preliminary Prospectus Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the Final Prospectus 1934 Act or the respective applicable rules and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by regulations of the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report noticesCommission thereunder. (e) If, at any time when during the period after the first date of the public offering of the Certificates in which a prospectus relating to the Offered Notes Certificates is (or but for the exemption in Rule 172 would be required to be) be delivered under the Act in connection with sales by any Underwriter or dealer1933 Act, any event occurs shall occur as a result of which it is necessary to amend or supplement the Final Preliminary Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Depositor will forthwith amend or supplement the Final Prospectus so that, as then so amended or supplemented would supplemented, the Prospectus will not 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 madeexisting at the time it is delivered to a purchaser, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, and the Depositor promptly shall (1) notify will furnish to the Representatives Underwriter a reasonable number of copies of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliancesupplement. (f) The Depositor represents and agrees that, unless it obtains will endeavor to arrange for the prior consent qualification of the Representatives, Certificates for sale under the applicable securities laws of such states and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent other jurisdictions of the Depositor, it has not made United States as the Underwriter may reasonably designate and will not make any offer relating to maintain such qualification in effect so long as required for the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectusinitial distribution of Certificates; provided, however, that the prior consent of the parties hereto Depositor shall not be deemed obligated to have been given with respect to the Free Writing Prospectuses included qualify as a foreign corporation in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described any jurisdiction in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) abovewhich it is not so qualified. (g) The Depositor shall take such action in order to exempt will use the Offered Notes net proceeds received by it from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions Certificates in the various jurisdictions manner specified in which the Offered Notes were originally exempted for saleProspectus under "Use of Proceeds". (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not If the transactions contemplated by this Agreement are consummated, the Depositor shall will pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations of the Depositor under this Agreement. Except as herein provided, the Underwriter shall be responsible for the payment of all costs and shall pay or cause to be paid or shall reimburse the Underwriters for expenses incurred by it, including, without limitation, (i) any reasonable expenses (including reasonable the fees and disbursements of outside counselcounsel of the Underwriter and (ii) incurred such additional costs arising out of any Computational Materials and ABS Term Sheets prepared and/or distributed by them the Underwriter, in connection with (i) the qualification or exemption purchase and sale of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersCertificates. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (li) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes Certificates is required to be delivered under the 1933 Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes Certificates is in effect, the Depositor shall will immediately advise the Representatives Underwriter of the issuance of such stop order. (mj) The Depositor will file with the Commission within fifteen days of the issuance of the Certificates a report on Form 8-K setting forth specific information concerning the Certificates and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty Mortgage Pool to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including extent that such information is not set forth in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.the

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto[, in the Intex CDI files as described in Section 5(d)(i) above, ] and the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are not consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(l) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the [Initial] Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the [Initial] Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no each Underwriter is not advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters Underwriter that: (a) The Depositor shall furnish to the Representatives, Underwriter without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives Underwriter may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives Underwriter promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any the Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives Underwriter of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the RepresentativesUnderwriter, and each Underwriter, severally and not jointly, the Underwriter represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, above and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives Underwriter shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives Underwriter may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no the Underwriter shall no longer continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the RepresentativesUnderwriter, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives Underwriter (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives Underwriter may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters Underwriter for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them it in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have Underwriter has reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersUnderwriter. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives Underwriter of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no the Underwriter is not advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no the Underwriter shall not have any responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters Underwriter of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thatas follows: (a) The Depositor shall furnish to effect all necessary filings under the Securities Act and the Rules and Regulations of the Commission thereunder on a timely basis, and to advise the Agents promptly of its receipt of notice of the issuance by the Commission of (i) any order of the Commission suspending the effectiveness of the Registration Statement or preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto relating to the RepresentativesCertificates, without charge(ii) the suspension of the qualification of the Certificates for offering or sale in any jurisdiction, during (iii) the period mentioned initiation of or threat of any proceeding for any purpose referred to in Section 6(eclause (i) belowor (ii) above or (iv) any request by the Commission for amending or supplementing the Registration Statement or the Prospectus or for additional information, and, upon the issuance of any order of the Commission suspending the effectiveness of the Registration Statement or preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto relating to the Certificates or suspending any such qualification, to promptly use its reasonable efforts to obtain the withdrawal of such order by the Commission or the reinstatement of such qualification; (b) to furnish promptly to the Agents a signed copy of the Registration Statement as originally filed with the Commission, and, prior to its filing, each amendment thereto filed with the Commission, including, in each case, all exhibits filed therewith; (c) to deliver promptly to the Agents as many copies of the Preliminary Prospectus and, prior to its filing with the Commission, any amended or the Final Prospectus and any supplements and amendments thereof or thereto supplemented Prospectus, as the Representatives may each Agent shall reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used.; (d) The Depositor shall advise if the Representatives promptly delivery of any proposal to amend or supplement a prospectus is required under the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Securities Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter the offering or dealersale of the Certificates, and if at such time any event occurs shall have occurred as a result of which the Final Preliminary Prospectus or the Final Prospectus Prospectus, as then amended or supplemented 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 mademade when such Prospectus is delivered, not misleading, or or, if for any other reason it is shall be necessary at any time during the same period to amend the Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus in order to comply with the Securities Act, the Depositor promptly shall (1) to notify the Representatives of such event and (2) Agents, to prepare and file with furnish to the Commission, subject to paragraph (d) Agents a copy of this Section 6, an amendment or supplement the amended and supplemented Prospectus which will correct corrects such statement or omission or effect effects such compliance., to file such amended and supplemented Prospectus with the Commission and to deliver as many copies thereof to the Agents as each Agent shall reasonably request; (e) to make generally available to holders of the Certificates as soon as practicable a statement of earnings of the Trust (which need not be audited) for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act; (f) The Depositor represents to use its reasonable efforts, in cooperation with the Agents, to qualify the Certificates for offering and agrees that, unless it obtains sale under the prior consent applicable securities laws of such states and other jurisdictions of the RepresentativesUnited States or elsewhere as the Agents and the Depositor mutually agree, and each Underwriter, severally and not jointly, represents and agrees with to maintain or cause to be maintained such qualifications in effect for as long as may be required for the Depositor that, unless it obtains the prior consent distribution of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing ProspectusCertificates; provided, however, that in connection therewith, neither the prior consent of Depositor nor the parties hereto Trust shall be deemed required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction, and to file or cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Certificates have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above.so qualified; and (g) The Depositor shall take such action in order to exempt apply the Offered Notes proceeds from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions Certificates in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition manner set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actionsProspectus. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to will file the Representatives, without charge, during Prospectus with the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Representative, subparagraph (5)) of Rule 424(b) not no later than the second business day following the date it is first used. The Depositor will advise the Representative promptly of any such filing pursuant to Rule 424(b). (cb) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall will advise the Representatives Representative promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus Statement or the Final Prospectus and will not effect such amendment or supplementation without the consent of the Representative, which consent shall consult with them not be unreasonably withheld or delayed; and their counsel with the Depositor will advise the Representative promptly of any amendment or supplementation of the Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to any comments they may have on prevent the issuance of any such proposed amendment or supplement; providedstop order and to obtain as soon as possible its lifting, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report noticesif issued. (ec) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) be delivered under the Act in connection with sales by any an Underwriter or dealer, dealer either (i) any event occurs as a result of which the Final Preliminary Prospectus or the Final 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, made not misleading, or if (ii) for any other reason it is shall be necessary at any time to amend the Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) will notify the Representatives Representative of such event and (2) prepare and file with the Commissionpromptly will prepare, subject to paragraph (d) of this Section 6at its own expense, an amendment or supplement which will correct such statement or omission omission. Neither the Representative's consent to, nor the Underwriters' distribution of any amendment or effect such compliancesupplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (fd) The Depositor represents and agrees thatwill, unless it obtains so long as delivery of a prospectus by an underwriter or dealer is required by the prior consent of the RepresentativesAct, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating furnish to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent Underwriters copies of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 heretoany preliminary prospectus, the Intex CDI files as described in Section 5(d)(i) aboveProspectus, the Bloomberg Information Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the information described in Section 5(d)(iii) aboveRepresentative reasonably requests. (ge) The Depositor shall will take such action in order all actions which are necessary to exempt the Offered Notes from arrange for the qualification of the Notes for offer offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all Representative designates and will continue such qualifications in effect so long as required under such laws for the distribution of the Offered Notes have been retiredNotes; provided, however, that in no event shall the Depositor be obligated to qualify as a foreign corporation or to execute a general or unlimited consent or take any action that would subject it to service of process in any such jurisdiction. (f) The Depositor shall, at all times upon request of the Representative or its advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or its advisors, or both, prior to acceptance of its purchase, such information (in addition to that contained in the Registration Statement and the Prospectus) concerning the offering, the Depositor shall arrange for and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with its due diligence efforts regarding information in the filing Registration Statement and making of, the Prospectus and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue evidence the accuracy or completeness of any of the conditions contained in this Underwriting Agreement and (ii) provide the Underwriters or its advisors, or both, prior to exempt acceptance of its subscription, the Offered Notes for secondary market transactions in reasonable opportunity to ask questions of the various jurisdictions in which Depositor, the Offered Notes were originally exempted for saleSeller and the Servicer with respect to such matters. (hg) For a period from the date of this Agreement until Until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall will deliver or cause to be delivered to the Representatives, upon request, Representative the Servicer’s annual statement as to statements of compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria annual independent certified public accountants' reports furnished to the Indenture Trustee and or the Owner Eligible Lender Trustee pursuant to Section 4.02(a) of the Trust Sale Basic Documents, as soon as such statements and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same reports are furnished to the Indenture Trustee and or the Owner Eligible Lender Trustee. (ih) So long as any of the Offered Notes are outstanding, the Depositor shall will furnish to the Representatives Representative (i) as soon as available, a copy of each report practicable after the end of the Depositor fiscal year all documents required to be distributed to Noteholders or filed with the Commission under on behalf of the Depositor pursuant to the Exchange Act Act, or mailed to the holders any order of the Offered Notes, Commission thereunder and (ii) from time to time, such any other information concerning the Depositor Depositor, the Seller or the Servicer as the Representatives Representative may reasonably requestrequest only insofar as such information relates to the Registration Statement or the Prospectus or the transactions contemplated by the Basic Documents. (i) On or before the Closing Date, the Depositor shall cause the computer records of the Depositor, the Seller and the Servicer relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date none of the Depositor, the Seller, the Servicer or the Administrator shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other than as permitted by the Servicing Agreement. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating necessary to satisfy agency or agencies that initially rate any of the condition set forth in Section 7(k) is Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Depositor Depositor, the Seller or the Servicer on or after prior to the Closing Date, the Depositor shall or shall cause the Seller and the Servicer to furnish such documents and take any such other actions. A copy of any such documents shall be provided to the Representative at the time it is delivered to the rating agencies. (lk) If, during the period after the Closing Date in which a prospectus relating The Depositor will pay all expenses incident to the Offered performance of its obligations under this Agreement, including (i) the printing and filing of the documents (including the Registration Statement and the Prospectus), (ii) the preparation, issuance and delivery of the Notes is required to be delivered under the ActUnderwriters, (iii) the fees and disbursements of the Depositor's, the Depositor receives notice that a stop order suspending Seller's, the effectiveness Servicer's and the Administrator's counsel (including without limitation, local counsel) and accountants, (iv) the qualification of the Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested, (v) the printing and delivery to the Underwriters of copies of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor Prospectus and each acknowledges and agrees that each Underwriter is acting solely in amendment thereto, (vi) the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit reasonable expenses of the Underwriters (other than its counsel), (vii) the fees and shall not be on behalf reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the DepositorNotes, (ix) the fees and expenses of the Indenture Trustee and its counsel, (x) the fees and expenses of the Eligible Lender Trustee, the Sponsor or Trust and each of their counsel and (xi) any other partyset-up fee charged by the Swap Counterparty.

Covenants of the Depositor. The Depositor covenants and agrees with the several Underwriters that:, to the extent that the Issuer has not already performed such act pursuant to Section 8(a): (ai) To the extent permitted by applicable law and the agreements and instruments that bind the Depositor, the Depositor will use its reasonable best efforts to cause the Issuer to comply with the covenants set forth in Section 8(a) hereof. (ii) The Depositor shall furnish will use its reasonable best efforts to prevent the Representatives, without charge, during issuance by the period mentioned in Section 6(e) below, as many copies Commission of any stop order suspending the effectiveness of the Preliminary Prospectus or Registration Statement and, if issued, to obtain as soon as possible the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably requestwithdrawal thereof. (biii) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b(A) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, If at any time when a prospectus relating Final Prospectus or Pricing Package (or, in lieu thereof, the notice referred to the Offered Notes is (or but for the exemption in Rule 172 would be 173(a) under the Securities Act) is required to be) be delivered under the Act in connection with sales by any Underwriter or dealerSecurities Act, any event occurs shall have occurred as a result of which the Pricing Package (prior to the availability of the Final Preliminary Prospectus Prospectus) or the Final Prospectus as then amended or supplemented would would, in the reasonable judgment of the Underwriters or the Depositor, 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 existing at the time of delivery of such Pricing Package or Final Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under which they were madethe Securities Act), not misleading; or (B) if to comply with the Securities Act, the Exchange Act or if the related rules and regulations (including, without limitation, Section 11(a) or 12(a)(2) under the Securities Act and Rule 10b-5 under the Exchange Act) it is shall be necessary at any time to amend the Registration Statement or supplement the Pricing Package, the Final Preliminary Prospectus or the Registration Statement, or to file any document incorporated by reference in the Registration Statement, the Pricing Package or the Final Prospectus to comply with the Actor in any amendment thereof or supplement thereto, then, in each case of (A) or (B), the Depositor promptly shall (1) will notify the Representatives of such event Underwriters promptly and (2) prepare and file with the CommissionCommission an appropriate amendment, subject supplement or document (the use of which has been consented to paragraph (dby the Underwriters) of this Section 6, an amendment or supplement which that will correct such statement or omission or effect such compliance, and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (fiv) The Depositor represents shall prepare the Final Prospectus in a form approved by the Underwriters and agrees that, unless it obtains the prior consent of the Representativesfile such Final Prospectus pursuant to, and each Underwriterwithin the time period specified in, severally Rule 424(b) and Rule 430A under the Securities Act. The Depositor will not jointlyfile any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, represents without reasonable prior notice to the Underwriters or to which Counsel for the Underwriters shall reasonably object by written notice to the Issuer within two business days after notification thereof. The Depositor shall notify the Underwriters promptly (and, if requested by the Underwriters, confirm such notice in writing) (i) when the Registration Statement and agrees with any amendments thereto become effective, (ii) of any request by the Depositor thatCommission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, unless it obtains the prior consent (iii) of the Depositor’s intention to file, it has not made and will not make or prepare any offer relating supplement or amendment to, the Registration Statement, any preliminary prospectus, the Final Prospectus or the Pricing Package, (iv) of the delivery to the Offered Notes that would constitute an Issuer Free Writing Commission for filing of any amendment of or supplement to the Registration Statement or the Final Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of any preliminary prospectus, the Final Prospectus or that would otherwise constitute a Free Writing Prospectus; providedthe Pricing Package or, howeverin each case, that the prior consent of the parties hereto shall be deemed to have been given initiation or threatening of any proceedings therefore, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Issuer of any notification with respect to the Free Writing Prospectuses included suspension of the qualification of the Bonds for sale in Schedule 3 and Schedule 4 heretoany state or jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Intex CDI files Depositor will use reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) abovesoon as possible. (gv) The Depositor shall take such action use all commercially reasonable efforts to cause the conditions precedent set forth in order Section 9 hereof to exempt be fulfilled at or prior to the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for saleClosing Date. (hvi) For a period from commencing on the date hereof and ending on the 15th day after the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occursFinal Prospectus, the Depositor shall deliver agrees not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any Similar Debt Securities or securities convertible into or exchangeable for Similar Debt Securities, sell or grant options, rights or warrants with respect to Similar Debt Securities or securities convertible into or exchangeable for Similar Debt Securities, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Similar Debt Securities whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Similar Debt Securities or other securities, in cash or otherwise, (iii) file or cause to be delivered filed a registration statement, including any amendments, with respect to the Representativesregistration of Similar Debt Securities or securities convertible, upon requestexercisable or exchangeable into Similar Debt Securities, or (iv) publicly announce an offering of any Similar Debt Securities or securities convertible or exchangeable into Similar Debt Securities, in each case without the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) prior written consent of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (kvii) The Depositor will cause the proceeds for the issuance and sale of the Bonds to be applied for the purposes described in the Pricing Package. (viii) The Depositor, to the extent not paid for by the Issuer, will pay or cause to paid all reasonable expenses described in Section 8(a)(v) hereof. (ix) As soon as practicable, but not later than 16 months, after the date hereof, the Depositor will make generally available (by posting on its website or otherwise) to its security holders, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act. (x) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k9(n) hereof is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actionsactions to the extent reasonably requested by any Rating Agency. (lxi) If, during The initial storm recovery charge for the period after Bonds will be calculated in accordance with the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop orderFinancing Order. (mxii) The Depositor and So long as any of the Sponsor each acknowledges and agrees that each Underwriter is acting solely Bonds are outstanding, the Depositor, in the its capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor as sponsor with respect to the offering Bonds, will cause the Issuer to furnish to the Underwriters, if and to the extent not posted on EXXXX or the Depositor or its affiliate’s website, (A) upon request, a copy of any filings with the PSCSC pursuant to the Financing Order including, but not limited to any issuance advice letter, any true-up adjustment filings, and (B) from time to time, any public financial information in respect of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary toDepositor, or an agent ofany material information regarding the Storm Recovery Property to the extent it is reasonably available (other than confidential or proprietary information) concerning the Issuer as the Underwriters may reasonably request. (xiii) So long as the Bonds are rated by a Rating Agency, the Depositor, in its capacity as sponsor with respect to the Sponsor or Bonds, will cause the Issuer to comply with the 17g-5 Representations, other than (x) any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal noncompliance of the transactions contemplated hereby, and no Underwriter shall 17g-5 Representations that would not have any responsibility a material adverse effect on the Bonds or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters rating of the Depositor, Bonds or (y) any noncompliance arising from the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit breach by an Underwriter of the Underwriters representations and shall not be on behalf of the Depositor, the Sponsor or any other partywarranties and covenants set forth in Section 14 hereof.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e5(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 65, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto[, in the Intex CDI files as described in Section 5(d)(i4(d)(i) above, ] and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g5(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k6(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the [Initial] Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the [Initial] Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no each Underwriter is not advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor (and, with respect to subsections (i), (j), (k) and (l) below, the Bank) covenants and agrees with the Underwriters that: (a) If not already effective, the Depositor will use its best efforts to cause the Registration Statement, and any amendment thereto, to become effective. If the Registration Statement has become or becomes effective pursuant to Rule 430B, or filing of the Prospectus is otherwise required under Rule 424(b), the Depositor will file the Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with the Securities Act within the time period prescribed. The Depositor shall furnish will file with the Commission any Free Writing Prospectus delivered to the Representatives, without charge, during the period mentioned investors in accordance with Section 6(e) below, as many copies 11 of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto Securities Act as the Representatives may reasonably requestDepositor is required to file under the Securities Act, and will do so within the applicable period of time required under the Securities Act and the Rules and Regulations. The Depositor will advise you promptly of any such filing. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(bwill advise you promptly of: (i) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement as filed, or the Preliminary Prospectus, Ratings Free Writing Prospectus or the Prospectus, and will not effect such amendment or supplement without first furnishing to you a copy of each such proposed amendment or supplement and obtaining your consent, which consent will not unreasonably be withheld, (ii) any request by the Commission for any amendment of or supplement to the Registration Statement, the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Prospectus or for any additional information, (iii) the effectiveness of the Registration Statement, or of any amendment or supplement thereto or to the Preliminary Prospectus or the Final Prospectus Prospectus, and shall consult with them (iv) the issuance by the Commission or, if the Depositor has knowledge thereof, by any authority administering any state securities or blue sky laws of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose, and their counsel with respect the Depositor will use its best efforts to any comments they may have on prevent the issuance of any such proposed amendment or supplementstop order and to obtain as soon as possible the lifting of any issued stop order; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreementsTransaction Documents, monthly distribution reports, annual reports and suspension of duty to report notices. (ec) If, at any time when a prospectus relating during the period in which the Prospectus is required by federal securities law or regulation to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus Registration Statement, as then amended or supplemented 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus Registration Statement, as applicable, to comply with the Securities Act, the Depositor promptly (in compliance with subsections (a) and (b), above) shall (1) notify the Representatives Representative of such event untrue statement or omission no later than one business day after discovery and (2) the Depositor shall promptly prepare and file file, or cause to be prepared and filed, with the Commission, subject to paragraph (d) of this Section 6, Commission an amendment or supplement which that will correct such statement or omission or effect such compliance. Any such filing shall not operate as a waiver or limitation of any rights of the Underwriters hereunder. (d) The Depositor will make (or will cause the Issuer to make) generally available to the Noteholders (the sole Noteholders being the applicable clearing agency in the case of Book- Entry Notes (as defined in Appendix A to the Servicing Agreement)), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11(a) of the Securities Act (including Rule 158 under the Securities Act) with respect to the Notes. (e) The Depositor will deliver to the Underwriters, without charge, copies of the Preliminary Prospectus, the Ratings Free Writing Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities and to such recipients as any Underwriter shall reasonably request. (f) The Depositor represents and agrees that, unless it obtains will arrange to qualify the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” blue sky laws of such jurisdictions as you reasonably shall request, and will maintain all such qualifications for so long as required for the Representatives shall reasonably request and distribution of the Notes and, thereafter, to pay all reasonable expenses (including reasonable fees and disbursements of counsel) the extent required by such jurisdictions; provided, that in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, therewith the Depositor and the Bank shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of registration necessary process in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for saleany jurisdiction where it is not now so subject. (hg) For a period from From the date of this Agreement hereof until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain none of the Underwriters maintains a secondary market in the Offered Notes, whichever first occursoccurs first, the Depositor shall will deliver or cause to be delivered to each of the RepresentativesUnderwriters, upon requestthrough the Representative, the Servicer’s annual statement as to of compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria any annual independent certified public accountants’ report furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale Servicing Agreement, as soon as such statements and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same reports are furnished to the Indenture Trustee and Trustee; provided, that the Owner TrusteeDepositor shall not be obligated to deliver any such annual statement of compliance or report to the Underwriters, if such document is timely filed with the Commission under the Exchange Act. (ih) So long as any of the Offered Notes are outstandingoutstanding or until none of the Underwriters maintains a secondary market in the Notes, whichever occurs first, the Depositor shall furnish will deliver to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with Underwriters, through the Commission under the Exchange Act or mailed Representative all documents distributed to the holders of the Offered NotesNoteholders, and (ii) from time to time, such other information concerning the Depositor as the Representatives Underwriters reasonably may reasonably request. (ji) Whether On or not before the transactions contemplated by this Agreement are consummatedClosing Date, the Depositor Bank shall pay or cause its computer records relating to the Receivables to be paid all expenses incident marked to show the performance Issuer’s ownership of the Depositor’s obligations under this AgreementReceivables, and from and after the Closing Date neither the Depositor nor the Bank shall pay or cause to be paid or shall reimburse take any action inconsistent with the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption Issuer’s ownership of the Offered Notes for offer and sale and Receivables other than as permitted by the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersTransaction Documents. (kj) To the extent, if any, that any of the ratings assigned to the Notes by any of the rating necessary to satisfy agencies that initially rate the condition set forth in Section 7(k) is conditioned Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor on or after the Bank, as the case may be, the relevant party shall furnish, or cause to be furnished, such documents and take any such other actions as promptly as possible. (k) From the date hereof until the Closing Date, none of the Depositor, the Bank or any trust, including the Issuer, originated, directly or indirectly, by the Depositor shall furnish such documents and take such other actionsor the Bank will offer to sell or sell anywhere any securities similar to the Notes that are collateralized by (directly or indirectly), or evidence an ownership interest in, motor vehicle installment loans or retail installment sales contracts without the prior written consent of each of the Underwriters. (l) If, during To comply with the period after the Closing Date in which a prospectus relating representation made by it to the Offered Notes is required each Rating Agency pursuant to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness paragraph (a)(3)(iii) of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop orderRule 17g-5. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, above and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many electronic copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a2.16(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the ACOLT Indenture Trustee and the ACOLT Owner Trustee pursuant to Section 4.02(a2.17(a) of the Trust Sale Servicing Agreement and Servicing furnished to the AART Indenture Trustee and the AART Owner Trustee pursuant to Section 4.02(b) of the Administration Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the ACOLT Indenture Trustee, the ACOLT Owner Trustee, the AART Indenture Trustee and the AART Owner Trustee, as applicable. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the several Underwriters that:, to the extent that the Issuer has not already performed such act pursuant to Section 8(a): (ai) The To the extent permitted by applicable law and the agreement and instruments that bind the Depositor, the Depositor shall furnish will use its reasonable best efforts to cause the Representatives, without charge, during Issuer to comply with the period mentioned covenants set forth in Section 6(e8(a) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably requesthereof. (bii) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b(A) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, If at any time when a prospectus relating Final Prospectus or Pricing Package (or, in lieu thereof, the notice referred to the Offered Notes is (or but for the exemption in Rule 172 would be 173(a) under the Securities Act) is required to be) be delivered under the Act in connection with sales by any Underwriter or dealerSecurities Act, any event occurs shall have occurred as a result of which the Pricing Package (prior to the availability of the Final Preliminary Prospectus Prospectus) or the Final Prospectus as then amended or supplemented would would, in the reasonable judgment of the Representatives or the Depositor, 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 existing at the time of delivery of such Pricing Package or Final Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under which they were madethe Securities Act), not misleading; or (B) if to comply with the Securities Act, the Exchange Act or if the related rules and regulations (including, without limitation, Section 11(a) or 12(a)(2) under the Securities Act and Rule 10b-5 under the Exchange Act) it is shall be necessary at any time to amend the Registration Statement or supplement the Pricing Package, the Final Preliminary Prospectus or the Registration Statement, or to file any document incorporated by reference in the Registration Statement, the Pricing Package or the Final Prospectus to comply with the Actor in any amendment thereof or supplement thereto, then, in each case of (A) or (B), the Depositor promptly shall (1) will notify the Representatives of such event promptly and (2) prepare and file with the CommissionCommission an appropriate amendment, subject supplement or document (the use of which has been consented to paragraph (dby the Representatives) of this Section 6, an amendment or supplement which that will correct such statement or omission or effect such compliance, and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (fiii) The Depositor represents shall prepare the Final Prospectus in a form approved by the Representatives and agrees thatfile such Final Prospectus pursuant to, unless it obtains and within the time period specified in, Rule 424(b) and Rule 430A under the Securities Act. The Depositor will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without reasonable prior consent of notice to the Underwriters or to which Counsel for the Underwriters shall reasonably object by written notice to the Issuer within two business days after notification thereof. The Depositor shall notify the Underwriters promptly (and, if requested by the Representatives, confirm such notice in writing) (i) when the Registration Statement and each Underwriterany amendments thereto become effective, severally and not jointly(ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, represents and agrees with the Depositor that, unless it obtains the prior consent (iii) of the Depositor’s intention to file, it has not made and will not make or prepare any offer relating supplement or amendment to, the Registration Statement, any preliminary prospectus, the Final Prospectus or the Pricing Package, (iv) of the delivery to the Offered Notes that would constitute an Issuer Free Writing Commission for filing of any amendment of or supplement to the Registration Statement or the Final Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of any preliminary prospectus, the Final Prospectus or that would otherwise constitute a Free Writing Prospectus; providedthe Pricing Package or, howeverin each case, that the prior consent of the parties hereto shall be deemed to have been given initiation or threatening of any proceedings therefore, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Issuer of any notification with respect to the Free Writing Prospectuses included suspension of the qualification of the Bonds for sale in Schedule 3 and Schedule 4 heretoany state or jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Intex CDI files Depositor will use reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) abovesoon as possible. (giv) The Depositor shall take such action use all commercially reasonable efforts to cause the conditions precedent set forth in order Section 9 hereof to exempt be fulfilled at or prior to the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for saleClosing Date. (hv) For a period from commencing on the date hereof and ending on the 15th day after the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occursFinal Prospectus, the Depositor shall deliver agrees not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any Similar Debt Securities or securities convertible into or exchangeable for Similar Debt Securities, sell or grant options, rights or warrants with respect to Similar Debt Securities or securities convertible into or exchangeable for Similar Debt Securities, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Similar Debt Securities whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Similar Debt Securities or other securities, in cash or otherwise, (iii) file or cause to be delivered filed a registration statement, including any amendments, with respect to the registration of Similar Debt Securities or securities convertible, exercisable or exchangeable into Similar Debt Securities, or (iv) publicly announce an offering of any Similar Debt Securities or securities convertible or exchangeable into Similar Debt Securities, in each case without the prior written consent the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (ivi) So long as any The Depositor will cause the proceeds for the issuance and sale of the Offered Notes are outstanding, Bonds to be applied for the Depositor shall furnish to purposes described in the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably requestPricing Package. (jvii) Whether or The Depositor, to the extent not paid for by the transactions contemplated by this Agreement are consummatedIssuer, the Depositor shall will pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counseldescribed in Section 8(a)(v) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwritershereof. (kviii) As soon as practicable, but not later than 16 months, after the date hereof, the Depositor will make generally available (by posting on its website or otherwise) to its security holders, an earning statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act. (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k9(n) hereof is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actionsactions to the extent reasonably requested by any Rating Agency. (lx) If, during The initial nuclear asset-recovery charge for the period after Bonds will be calculated in accordance with the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop orderFinancing Order. (mxi) The Depositor and So long as the Sponsor each acknowledges and agrees that each Underwriter is acting solely Bonds are rated by a Rating Agency, the Depositor, in the its capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor as sponsor with respect to the offering Bonds, will cause the Issuer to comply with the 17g-5 Representations, other than (x) any noncompliance of the Offered Notes contemplated hereby (including in connection with determining 17g-5 Representations that would not have a material adverse effect on the terms rating of the offeringBonds or the Bonds or (y) and not as a fiduciary to, or any noncompliance arising from the breach by an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, representations and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters warranties and shall not be on behalf of the Depositor, the Sponsor or any other partycovenants set forth in Section 15 hereof.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (cb) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (dc) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (ed) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (dc) of this Section 65, an amendment or supplement which will correct such statement or omission or effect such compliance. (fe) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, hereto and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (gf) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “"Blue Sky” " laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (hg) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall will deliver or cause to be delivered to the Representatives, upon request, the Servicer’s 's annual statement as to assessment of compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation ABAgreement, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (ih) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (ji) Whether or not If the transactions contemplated by this Agreement are consummatednot consummated or this Agreement is terminated pursuant to Section 9 below, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s 's obligations under this Agreement, and shall will pay or cause to be paid or shall will reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g5(f) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, if any. (kj) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k6(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (lk) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (ml) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s 's length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes securities contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no each Underwriter is not advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to will file the Representatives, without charge, during Prospectus in forms approved by the period mentioned in Section 6(e) below, as many copies of Underwriters with the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus Commission pursuant to and in accordance with subparagraph (2) (or, if applicable, subparagraph (5)) of Rule 424(b) not no later than the second business day following the date it is first useduse thereof. The Depositor will advise the Underwriters promptly of any such filings pursuant to Rule 424(b). (cb) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall will advise the Representatives Underwriters promptly of any proposal to amend or supplement the Registration Statement, any the Preliminary Prospectus, the Prospectus or any Free Writing Prospectus (to the Final extent required by Rule 433(d) under the Securities Act), in connection with the offering of the Series 2006-1 Notes and will not effect such amendment or supplementation except to the extent required by law without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Depositor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement, the Preliminary Prospectus, the Prospectus or any Free Writing Prospectus in connection with the offering of the Series 2006-1 Notes and shall consult with them of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and their counsel with respect will use its best efforts to any comments they may have on prevent the issuance of any such proposed amendment or supplement; providedstop order and to obtain as soon as possible its lifting, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report noticesif issued. (ec) If, at any time when a prospectus relating to the Offered Series 2006-1 Notes is (or but for the exemption in Rule 172 would be required to be) be delivered under the Act in connection with sales by any an Underwriter or dealer, either (i) any event occurs as a result of which the Final Preliminary Prospectus or the Final 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 (ii) for any other reason it is shall be necessary at any time to amend the Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Securities Act, the Depositor promptly shall (1) will notify the Representatives Underwriters of such event and (2) prepare and file with the Commissionpromptly will prepare, subject to paragraph (d) of this Section 6at its own expense, an amendment or supplement which will correct such statement or omission omission. Neither the Underwriters’ consent to nor the Underwriters’ distribution of any amendment or effect such compliancesupplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (fd) The Depositor represents and agrees thatwill, unless it obtains so long as delivery of a prospectus by an underwriter or dealer is required by the prior consent Securities Act, furnish to the Underwriters copies of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Preliminary Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) aboveProspectus, the Bloomberg Information Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the information described in Section 5(d)(iii) aboveUnderwriters reasonably request. (ge) The Depositor shall will take such action in order all actions requested by the Underwriters which are necessary to exempt the Offered Notes from arrange for the qualification of the Series 2006-1 Notes for offer offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may Underwriters designate. Thereafter, until all will continue such qualifications in effect so long as required under such laws for the distribution of the Offered Series 2006-1 Notes, will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Series 2006-1 Notes have been retiredfor offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Depositor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Series 2006-1 Notes, in any jurisdiction where it is not now so subject. Without limiting the generality of the foregoing, the Underwriters will not (i) sell any Series 2006-1 Notes in a jurisdiction outside of the United States except in compliance with all applicable laws or (ii) deliver any information to any prospective investor in any jurisdiction outside of the United States except in compliance with all applicable laws. (f) The Depositor shall, at all times upon the reasonable request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or their advisors, or both, prior to acceptance of their purchase, such information (in addition to that contained in the Registration Statement, the Preliminary Prospectus and the Prospectus) concerning the offering, the Depositor shall arrange for and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation reasonably requested in connection with its due diligence efforts regarding information in the filing Registration Statement, the Preliminary Prospectus and making of, the Prospectus and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to exempt acceptance of its purchase, the Offered Notes for secondary market transactions in reasonable opportunity to ask questions of the various jurisdictions in which Trust, Goal Financial, the Offered Notes were originally exempted for saleDepositor, HEF II, HEF III, the Delaware Trustee, the Indenture Trustee, the Eligible Lender Trustee, the Depositor Eligible Lender Trustee, the HEF II Eligible Lender Trustee, the HEF III Eligible Lender Trustee, Great Lakes and ACS, as servicers pursuant to the Servicing Agreements (the “Servicers”), the Guarantee Agencies and the Verification Agent with respect to such matters. (hg) For a period from the date of this Agreement until Until the retirement of the Offered Series 2006-1 Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall will deliver or cause to be delivered to the Representatives, upon request, Underwriters the Servicer’s annual statement as to statements of compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and or the Owner Eligible Lender Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation ABBasic Documents, promptly after the same such statements and reports are furnished to the Indenture Trustee and or the Owner Eligible Lender Trustee. (ih) So long as any of the Offered Series 2006-1 Notes are outstanding, the Depositor shall will furnish to the Representatives (i) as soon as availableUnderwriters, a copy of each report of the Depositor all documents required to be distributed to Registered Owners or filed with the Commission under on behalf of the Depositor pursuant to the Exchange Act Act, or mailed any order of the Commission thereunder, promptly after providing such documents to the holders Registered Owners or the Commission. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after the Closing Date by the Trust from the Depositor pursuant to the Depositor Student Loan Purchase Agreement, on or before the date of such acquisition), the Depositor shall cause the computer records of the Offered NotesDepositor, HEF II, HEF III, the Servicers, the Administrator and the Verification Agent relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (iior such later date of acquisition) from time to timenone of the Depositor, HEF II, HEF III, the Servicers, the Administrator or the Verification Agent shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other information concerning than as permitted by the Depositor as the Representatives may reasonably requestBasic Documents. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any of the ratings provided with respect to the Series 2006-1 Notes by the rating necessary to satisfy agency or agencies that initially rated any of the condition set forth in Section 7(k) is Series 2006-1 Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Depositor Trust, Goal Financial, the Depositor, HEF II, HEF III, the Servicers, the Administrator or the Verification Agent on or after prior to the Closing Date, the Depositor shall or shall cause the Trust, Goal Financial, the Depositor, HEF II, HEF III, the Servicers, the Administrator or the Verification Agent, as applicable, to furnish such documents and take any such other actions. For a period of 120 days from the Closing Date, a copy of any such documents delivered to the rating agencies shall be provided to Deutsche Bank Securities Inc., Barclays Capital Inc. and Banc of America Securities LLC at the time it is delivered to the rating agencies. (k) The Depositor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Depositor or Goal Financial will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement, the Trust Free Writing Prospectus, the Preliminary Prospectus and the Prospectus); (ii) the preparation, issuance and delivery of the Series 2006-1 Notes to the Underwriters; (iii) the fees and disbursements of Goal Financial’s, the Depositor’s, the Servicers’, the Administrator’s and the Verification Agent’s counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Series 2006-1 Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement, the Trust Free Writing Prospectus, the Preliminary Prospectus and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the reasonable fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Series 2006-1 Notes, (ix) the fees and expenses of the Trust and its counsel; and (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee, the Eligible Lender Trustee, the Depositor Eligible Lender Trustee, the HEF II Eligible Lender Trustee and the HEF III Eligible Lender Trustee, and each of their counsel. (l) If, during the period after the Closing Date in which a prospectus relating Subject to the Offered Notes is required to be delivered under the Actparagraph (e) above, the Depositor receives notice that a stop order suspending consents to the effectiveness use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Series 2006-1 Notes are offered by the Underwriters and by dealers, of the Registration Statement or preventing the offer and sale of the Offered Notes is in effectTrust Free Writing Prospectus, the Depositor shall advise Preliminary Prospectus and the Representatives of Prospectus furnished by the issuance of such stop orderDepositor. (m) The Depositor net proceeds from the sale of the Series 2006-1 Notes hereunder will be applied substantially in accordance with the description set forth in the Preliminary Prospectus and the Sponsor each acknowledges Prospectus. (n) Except as stated in this Agreement, the Preliminary Prospectus and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to Prospectus, the Depositor and the Sponsor with respect has not taken, nor will it take, directly or indirectly, any action designed to the offering or that might reasonably be expected to cause or result in stabilization or manipulation of the Offered Notes contemplated hereby (including in connection with determining the terms price of the offering) and not as a fiduciary to, Series 2006-1 Notes to facilitate the sale or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal resale of the transactions contemplated herebySeries 2006-1 Notes. (o) For the period beginning on the date of this Agreement and ending 90 days hereafter, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters none of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor Goal Financial or any entity affiliated, directly or indirectly, with the Depositor or Goal Financial will, without prior written notice to the Underwriters, offer to sell or sell notes (other partythan the Series 2006-1 Notes) collateralized by student loans.

Covenants of the Depositor. The Depositor covenants and agrees with [each of] the Underwriters [Underwriters] [Underwriter] that: (a) The Depositor has prepared the Preliminary Prospectus and will prepare a Prospectus Supplement 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] [Underwriter], the initial public offering price, the selling concessions and allowances, and such other information as the Depositor deems appropriate and shall furnish a copy to the Representatives[Representative] [Underwriter] in accordance with Section 5(b) of this Agreement. The Depositor has transmitted or will transmit the Preliminary Prospectus and the Prospectus to the Commission pursuant to Rule 424(b) by a means reasonably calculated to result in filing that complies with all applicable provisions of Rule 424(b). The Depositor will advise the [Representative] [Underwriter] promptly of any such filing pursuant to Rule 424(b). (b) Prior to the termination of the offering of the Notes, without chargethe Depositor will not file any amendment of the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus unless the Depositor has furnished the [Representative] [Underwriter] with a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the [Representative] [Underwriter] reasonably objects. Subject to the foregoing sentence, during the period mentioned in Section 6(e) below, as many copies if filing of the Preliminary Prospectus or the Final Prospectus is otherwise required under Rule 424(b), the Depositor will file the Preliminary Prospectus or the Prospectus, respectively, properly completed, and any supplements and amendments thereof or thereto as supplement thereto, with the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus Commission pursuant to and in accordance with the applicable paragraph of Rule 424(b) not later than within the second business day following time period prescribed and will provide evidence satisfactory to the date it is first used[Representative] [Underwriter] of such timely filing. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall will advise the Representatives [Representative] [Underwriter] promptly of any proposal to amend or supplement the Registration StatementStatement as filed, any the Preliminary Prospectus or the Final Prospectus, and will not effect such amendment or supplement without the [Representative's] [Underwriter's] consent, which consent will not unreasonably be withheld. The Depositor will also advise the [Representative] [Underwriter] promptly of any request by the Commission for any amendment of or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for any additional information and the Depositor will also advise the [Representative] [Underwriter] promptly of any amendment or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus and shall consult with them of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose, and their counsel with respect the Depositor will use its best efforts to any comments they may have on prevent the issuance of any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by stop order and to obtain as soon as possible the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension lifting of duty to report noticesany issued stop order. (ed) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) be delivered under the Act in connection with sales (including delivery as contemplated by any Underwriter or dealerRule 172 under the Act), any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the ActAct or the Exchange Act or the respective Rules and Regulations thereunder, the Depositor promptly shall (1) will notify the Representatives of such event [Representative] [Underwriter] and (2) will prepare and file file, or cause to be prepared and filed, with the Commission, subject to the first sentence of paragraph (db) of this Section 65, an amendment or supplement which that will correct such statement or omission omission, or effect such compliance. Any such filing shall not operate as a waiver or limitation on any right of [any] [the] Underwriter hereunder. (e) The Depositor will furnish to the [Underwriters] [Underwriter] copies of the Registration Statement (one of which will be signed and will include all exhibits), the Preliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the [Underwriters request] [Underwriter requests]. (f) The Depositor represents and agrees that, unless it obtains will assist the prior consent [Representative] [Underwriter] in arranging for the qualification of the RepresentativesNotes for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States, and each or as necessary to qualify for Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme, as the [Representative] [Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made ] designates and will not make any offer relating continue to assist the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus[Representative] [Underwriter] in maintaining such qualifications in effect so long as required for the distribution; provided, however, that neither the prior consent of the parties hereto Depositor nor CFSC shall be deemed required to have been given with respect qualify to the Free Writing Prospectuses included do business in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described any jurisdiction where it is now not qualified or to take any action which would subject it to general or unlimited service of process in Section 5(d)(i) above, the Bloomberg Information and the information described any jurisdiction in Section 5(d)(iii) abovewhich it is now not subject to service of process. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter the [Underwriters] [Underwriter] shall continue cease to maintain a secondary market in the Offered Notes, whichever first occursoccurs first, the Depositor shall will deliver or cause to be delivered to the Representatives, upon request, [Representative] [Underwriter] the Servicer’s annual statement as statements of compliance and the annual independent certified public accountants' reports furnished to compliance the Owner Trustee or the Indenture Trustee pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB Agreement, as soon as such statements and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same reports are furnished to the Owner Trustee or the Indenture Trustee and the Owner Trustee. (ih) So long as any of the Offered Notes are outstanding, the Depositor shall will furnish to the Representatives [Representative] [Underwriter] (i) as soon as available, a copy of each report practicable after the end of the Depositor fiscal year all documents required to be distributed to Noteholders or filed with the Commission under pursuant to the Exchange Act or mailed to the holders any order of the Offered Notes, Commission thereunder and (ii) from time to time, such any other information concerning the Depositor filed with any government or regulatory authority which is otherwise publicly available, as the Representatives [Representative] [Underwriter] may reasonably request. (ji) Whether On or not before the transactions contemplated by this Agreement are consummatedClosing Date, the Depositor shall pay or cause the computer records of the Depositor and the Servicer relating to the Receivables to be paid all expenses incident marked to show the performance Issuing Entity's absolute ownership of the Depositor’s obligations under this AgreementReceivables, and from and after the Closing Date neither the Depositor nor the Servicer shall pay or cause to be paid or shall reimburse take any action inconsistent with the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws Issuing Entity's ownership of such jurisdictions Receivables, other than as permitted by the Representatives have reasonably requested pursuant to Section 6(g) Sale and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersServicing Agreement. (kj) To the extent, if any, that any the rating necessary provided with respect to satisfy the condition set forth in Section 7(k) Notes by the rating agency or agencies that initially rate the Notes is conditioned conditional upon the furnishing of documents or the taking of any other actions by the Depositor on or after the Closing DateDepositor, the Depositor shall furnish such documents and take any such other actions. (lk) If, during For the period beginning on the date of this Agreement and ending seven days after the Closing Date in which a prospectus relating Date, unless waived by the [Underwriters] [Underwriter], none of the Depositor, CFSC or any trust originated, directly or indirectly, by the Depositor or CFSC 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 fixed-rate retail installment sale contracts or finance leases and secured by equipment similar to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop orderFinanced Equipment. (ml) The Depositor and the Sponsor CFSC each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty will deliver to the Depositor [Representative] [Underwriter], all opinions, certificates and other documents or information delivered to the Owner Trustee and the Sponsor Indenture Trustee at the time such opinions, certificates and other documents or information are delivered to the Owner Trustee or the Indenture Trustee pursuant to the Sale and Servicing Agreement and the Purchase Agreement with respect to perfection and priority of CFSC's interest in the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other partyReceivables.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto[, the Intex CDI files as described in Section 5(d)(i) above, ,] the Bloomberg Information and the information described in Section 5(d)(iii) above. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g5(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k6(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter Underwriters shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall will file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (cb) The Depositor shall will prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (dc) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, agreements and monthly distribution reports, annual reports and suspension of duty to report notices. (ed) If, at any time when a prospectus relating to the [•] Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Xxxxx Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (dc) of this Section 65, an amendment or supplement which will correct such statement or omission or effect such compliance. (fe) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the [•] Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, . Any such Free Writing Prospectus consented to by the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information Depositor and the information described in Section 5(d)(iii) aboveRepresentatives or the Depositor is hereinafter referred to as a “Permitted Free Writing Prospectus.” (gf) The Depositor shall take such action in order to exempt the [•] Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the [•] Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the [•] Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the [•] Offered Notes for secondary market transactions in the various jurisdictions in which the [•] Offered Notes were originally exempted for sale. (hg) For a period from the date of this Agreement until the retirement of the [•] Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the [•] Offered Notes, whichever first occurs, the Depositor shall will deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as of compliance delivered to compliance the Indenture Trustee and the Owner Trustee pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria annual independent auditor’s servicing report furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation ABAgreement, promptly after the same such statements are furnished to the Indenture Trustee and the Owner Trustee. (ih) So long as any of the [•] Offered Notes are outstanding, the Depositor shall will furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the [•] Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (ji) Whether or not If the transactions contemplated by this Agreement are consummatednot consummated or this Agreement is terminated pursuant to Section 9 below, the Depositor shall will pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall will pay or cause to be paid or shall will reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the [•] Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g5(e) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the [•] Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, if any. (kj) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k6(i) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (lk) If, during the period after the Closing Date in which a prospectus relating to the [•] Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the [•] Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (ml) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes securities contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no each Underwriter is not advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to will file the Representatives, without charge, during Prospectus in forms approved by the period mentioned in Section 6(e) below, as many copies of Underwriters with the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus Commission pursuant to and in accordance with subparagraph (2) (or, if applicable, subparagraph (5)) of Rule 424(b) not no later than the second business day following the date it is first useduse thereof. The Depositor will advise the Underwriters promptly of any such filings pursuant to Rule 424(b). (cb) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall will advise the Representatives Underwriters promptly of any proposal to amend or supplement the Registration Statement, any the Preliminary Prospectus, the Prospectus or any Free Writing Prospectus (to the Final extent required by Rule 433(d) under the Securities Act), in connection with the offering of the Series 2007-1 Notes and will not effect such amendment or supplementation except to the extent required by law without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed; and the Depositor will advise the Underwriters promptly of any amendment or supplementation of the Registration Statement, the Preliminary Prospectus, the Prospectus or any Free Writing Prospectus in connection with the offering of the Series 2007-1 Notes and shall consult with them of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and their counsel with respect will use its best efforts to any comments they may have on prevent the issuance of any such proposed amendment or supplement; providedstop order and to obtain as soon as possible its lifting, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report noticesif issued. (ec) If, at any time when a prospectus relating to the Offered Series 2007-1 Notes is (or but for the exemption in Rule 172 would be required to be) be delivered under the Act in connection with sales by any an Underwriter or dealer, either (i) any event occurs as a result of which the Final Preliminary Prospectus or the Final 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 (ii) for any other reason it is shall be necessary at any time to amend the Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Securities Act, the Depositor promptly shall (1) will notify the Representatives Underwriters of such event and (2) prepare and file with the Commissionpromptly will prepare, subject to paragraph (d) of this Section 6at its own expense, an amendment or supplement which will correct such statement or omission omission. Neither the Underwriters’ consent to nor the Underwriters’ distribution of any amendment or effect such compliancesupplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (fd) The Depositor represents and agrees thatwill, unless it obtains so long as delivery of a prospectus by an underwriter or dealer is required by the prior consent Securities Act, furnish to the Underwriters copies of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Preliminary Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) aboveProspectus, the Bloomberg Information Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the information described in Section 5(d)(iii) aboveUnderwriters reasonably request. (ge) The Depositor shall will take such action in order all actions requested by the Underwriters which are necessary to exempt the Offered Notes from arrange for the qualification of the Series 2007-1 Notes for offer offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may Underwriters designate. Thereafter, until all will continue such qualifications in effect so long as required under such laws for the distribution of the Offered Series 2007-1 Notes, will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Series 2007-1 Notes have been retiredfor offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Depositor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Series 2007-1 Notes, in any jurisdiction where it is not now so subject. Without limiting the generality of the foregoing, the Underwriters will not (i) sell any Series 2007-1 Notes in a jurisdiction outside of the United States except in compliance with all applicable laws or (ii) deliver any information to any prospective investor in any jurisdiction outside of the United States except in compliance with all applicable laws. (f) The Depositor shall, at all times upon the reasonable request of the Underwriters or their advisors, or both, from the date hereof through the Closing Date, (i) make available to the Underwriters or their advisors, or both, prior to acceptance of their purchase, such information (in addition to that contained in the Registration Statement, the Preliminary Prospectus and the Prospectus) concerning the offering, the Depositor shall arrange for and any other relevant matters as they possess or can acquire without unreasonable effort or expense, including any and all documentation reasonably requested in connection with its due diligence efforts regarding information in the filing Registration Statement, the Preliminary Prospectus and making of, the Prospectus and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or its advisors, or both, prior to exempt acceptance of its purchase, the Offered Notes for secondary market transactions in reasonable opportunity to ask questions of the various jurisdictions in which Trust, Goal Financial, the Offered Notes were originally exempted for saleDepositor, HEF II, HEF III, the Delaware Trustee, the Indenture Trustee, the Eligible Lender Trustee, the Depositor Eligible Lender Trustee, the HEF II Eligible Lender Trustee, the HEF III Eligible Lender Trustee, Great Lakes and ACS, as servicers pursuant to the Servicing Agreements (the “Servicers”), the Guarantee Agencies and the Verification Agent with respect to such matters. (hg) For a period from the date of this Agreement until Until the retirement of the Offered Series 2007-1 Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall will deliver or cause to be delivered to the Representatives, upon request, Underwriters the Servicer’s annual statement as to statements of compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and or the Owner Eligible Lender Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation ABBasic Documents, promptly after the same such statements and reports are furnished to the Indenture Trustee and or the Owner Eligible Lender Trustee. (ih) So long as any of the Offered Series 2007-1 Notes are outstanding, the Depositor shall will furnish to the Representatives (i) as soon as availableUnderwriters, a copy of each report of the Depositor all documents required to be distributed to Registered Owners or filed with the Commission under on behalf of the Depositor pursuant to the Exchange Act Act, or mailed any order of the Commission thereunder, promptly after providing such documents to the holders Registered Owners or the Commission. (i) On or before the Closing Date (or, in the case of Financed Student Loans to be acquired after the Closing Date by the Trust from the Depositor pursuant to the Depositor Student Loan Purchase Agreement, on or before the date of such acquisition), the Depositor shall cause the computer records of the Offered NotesDepositor, HEF II, HEF III, the Servicers, the Administrator and the Verification Agent relating to the Financed Student Loans to show the ownership by the Eligible Lender Trustee on behalf of the Trust of the Financed Student Loans, and from and after the Closing Date (iior such later date of acquisition) from time to timenone of the Depositor, HEF II, HEF III, the Servicers, the Administrator or the Verification Agent shall take any action inconsistent with the ownership by the Eligible Lender Trustee on behalf of the Trust of such Financed Student Loans, other information concerning than as permitted by the Depositor as the Representatives may reasonably requestBasic Documents. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any of the ratings provided with respect to the Series 2007-1 Notes by the rating necessary to satisfy agency or agencies that initially rated any of the condition set forth in Section 7(k) is Series 2007-1 Notes are conditioned upon the furnishing of documents or the taking of any other actions by the Depositor Trust, Goal Financial, the Depositor, HEF II, HEF III, the Servicers, the Administrator or the Verification Agent on or after prior to the Closing Date, the Depositor shall or shall cause the Trust, Goal Financial, the Depositor, HEF II, HEF III, the Servicers, the Administrator or the Verification Agent, as applicable, to furnish such documents and take any such other actions. For a period of 120 days from the Closing Date, a copy of any such documents delivered to the rating agencies shall be provided to Underwriters at the time it is delivered to the rating agencies. (k) The Depositor will cause the Trust to pay from amounts deposited into the Acquisition Fund on the Closing Date, or to the extent such amounts are not sufficient, the Depositor or Goal Financial will pay, all expenses incident to the performance of its obligations under this Agreement, including, with limitation, (i) the printing and filing of the documents (including the Registration Statement, the Trust Free Writing Prospectus, the Preliminary Prospectus and the Prospectus); (ii) the preparation, issuance and delivery of the Series 2007-1 Notes to the Underwriters; (iii) the fees and disbursements of Goal Financial’s, the Depositor’s, the Servicers’, the Administrator’s and the Verification Agent’s counsel (including without limitation, local counsel) and accountants; (iv) the qualification of the Series 2007-1 Notes under state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky or legal investment survey, if any is requested; (v) the printing and delivery to the Underwriters of copies of the Registration Statement, the Trust Free Writing Prospectus, the Preliminary Prospectus and the Prospectus and each amendment thereto; (vi) the reasonable expenses of the Underwriters (other than its counsel); (vii) the reasonable fees and reasonable expenses of counsel to the Underwriters, (viii) any fees charged by rating agencies for the rating of the Series 2007-1 Notes, (ix) the fees and expenses of the Trust and its counsel; and (x) the fees and expenses of the Delaware Trustee, the Indenture Trustee, the Eligible Lender Trustee, the Depositor Eligible Lender Trustee, the HEF II Eligible Lender Trustee and the HEF III Eligible Lender Trustee, and each of their counsel. (l) If, during the period after the Closing Date in which a prospectus relating Subject to the Offered Notes is required to be delivered under the Actparagraph (e) above, the Depositor receives notice that a stop order suspending consents to the effectiveness use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Series 2007-1 Notes are offered by the Underwriters and by dealers, of the Registration Statement or preventing the offer and sale of the Offered Notes is in effectTrust Free Writing Prospectus, the Depositor shall advise Preliminary Prospectus and the Representatives of Prospectus furnished by the issuance of such stop orderDepositor. (m) The Depositor net proceeds from the sale of the Series 2007-1 Notes hereunder will be applied substantially in accordance with the description set forth in the Preliminary Prospectus and the Sponsor each acknowledges Prospectus. (n) Except as stated in this Agreement, the Preliminary Prospectus and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to Prospectus, the Depositor and the Sponsor with respect has not taken, nor will it take, directly or indirectly, any action designed to the offering or that might reasonably be expected to cause or result in stabilization or manipulation of the Offered Notes contemplated hereby (including in connection with determining the terms price of the offering) and not as a fiduciary to, Series 2007-1 Notes to facilitate the sale or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal resale of the transactions contemplated herebySeries 2007-1 Notes. (o) For the period beginning on the date of this Agreement and ending 90 days hereafter, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters none of the Depositor, Goal Financial or any entity affiliated, directly or indirectly, with the SponsorDepositor or Goal Financial will, without prior written notice to the transactions contemplated hereby Underwriters, offer to sell or sell notes (other matters than the Series 2007-1 Notes) collateralized by student loans. (p) it will retain all Free Writing Prospectuses that it has used and that are not required to be filed with the Commission for a period of three (3) years following the Time of Sale. (q) Other than the Preliminary Prospectus and the Prospectus, it (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “free writing prospectus” as defined in Rule 405 of the Rules and Regulations (each, a “Free Writing Prospectus”), other than the Trust Free Writing Prospectus and the written communications constituting an electronic road show within the meaning of Rule 433(h) under the Securities Act to the extent approved in writing by the Depositor (the “Road Show Material”). Each such Free Writing Prospectus is an “issuer free writing prospectus” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus, when taken together with the Preliminary Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not 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; provided, however, that the Depositor makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Depositor by or on behalf of any Underwriter specifically for use in connection with the preparation of such Issuer Free Writing Prospectus. The written information furnished by an Underwriter to the Depositor consists solely of the information relating to such transactions will be performed solely for Underwriter set forth in the benefit second and seventh paragraphs under the heading “Plan of Distribution” in the Underwriters Preliminary Prospectus Supplement and shall not be on behalf of the Depositor, final Prospectus Supplement (the Sponsor or any other party“Underwriters’ Information”).

Covenants of the Depositor. The Depositor covenants and agrees with the several Underwriters that:, to the extent that the Issuer has not already performed such act pursuant to Section 8(a): (ai) To the extent permitted by applicable law and the agreements and instruments that bind the Depositor, the Depositor will use its reasonable best efforts to cause the Issuer to comply with the covenants set forth in Section 8(a) hereof. (ii) The Depositor shall furnish will use its reasonable best efforts to prevent the Representatives, without charge, during issuance by the period mentioned in Section 6(e) below, as many copies Commission of any stop order suspending the effectiveness of the Preliminary Prospectus or Registration Statement and, if issued, to obtain as soon as possible the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably requestwithdrawal thereof. (biii) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b(A) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, If at any time when a prospectus relating Final Prospectus or Pricing Package (or, in lieu thereof, the notice referred to the Offered Notes is (or but for the exemption in Rule 172 would be 173(a) under the Securities Act) is required to be) be delivered under the Act in connection with sales by any Underwriter or dealerSecurities Act, any event occurs shall have occurred as a result of which the Pricing Package (prior to the availability of the Final Preliminary Prospectus Prospectus) or the Final Prospectus as then amended or supplemented would would, in the reasonable judgment of the Underwriters or the Depositor, 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 existing at the time of delivery of such Pricing Package or Final Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under which they were madethe Securities Act), not misleading; or (B) if to comply with the Securities Act, the Exchange Act or if the related rules and regulations (including, without limitation, Section 11(a) or 12(a)(2) under the Securities Act and Rule 10b-5 under the Exchange Act) it is shall be necessary at any time to amend the Registration Statement or supplement the Pricing Package, the Final Preliminary Prospectus or the Registration Statement, or to file any document incorporated by reference in the Registration Statement, the Pricing Package or the Final Prospectus to comply with the Actor in any amendment thereof or supplement thereto, then, in each case of (A) or (B), the Depositor promptly shall (1) will notify the Representatives of such event Underwriters promptly and (2) prepare and file with the CommissionCommission an appropriate amendment, subject supplement or document (the use of which has been consented to paragraph (dby the Underwriters) of this Section 6, an amendment or supplement which that will correct such statement or omission or effect such compliance, and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (fiv) The Depositor represents shall prepare the Final Prospectus in a form approved by the Underwriters and agrees that, unless it obtains the prior consent of the Representativesfile such Final Prospectus pursuant to, and each Underwriterwithin the time period specified in, severally Rule 424(b) and Rule 430A under the Securities Act. The Depositor will not jointlyfile any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, represents without reasonable prior notice to the Underwriters or to which Counsel for the Underwriters shall reasonably object by written notice to the Issuer within two business days after notification thereof. The Depositor shall notify the Underwriters promptly (and, if requested by the Underwriters, confirm such notice in writing) (i) when the Registration Statement and agrees with any amendments thereto become effective, (ii) of any request by the Depositor thatCommission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, unless it obtains the prior consent (iii) of the Depositor’s intention to file, it has not made and will not make or prepare any offer relating supplement or amendment to, the Registration Statement, any preliminary prospectus, the Final Prospectus or the Pricing Package, (iv) of the delivery to the Offered Notes that would constitute an Issuer Free Writing Commission for filing of any amendment of or supplement to the Registration Statement or the Final Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of any preliminary prospectus, the Final Prospectus or that would otherwise constitute a Free Writing Prospectus; providedthe Pricing Package or, howeverin each case, that the prior consent of the parties hereto shall be deemed to have been given initiation or threatening of any proceedings therefore, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Issuer of any notification with respect to the Free Writing Prospectuses included suspension of the qualification of the Bonds for sale in Schedule 3 and Schedule 4 heretoany state or jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Intex CDI files Depositor will use reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) abovesoon as possible. (gv) The Depositor shall take such action use all commercially reasonable efforts to cause the conditions precedent set forth in order Section 9 hereof to exempt be fulfilled at or prior to the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for saleClosing Date. (hvi) For a period from commencing on the date hereof and ending on the 15th day after the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occursFinal Prospectus, the Depositor shall deliver agrees not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any Similar Debt Securities or securities convertible into or exchangeable for Similar Debt Securities, sell or grant options, rights or warrants with respect to Similar Debt Securities or securities convertible into or exchangeable for Similar Debt Securities, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Similar Debt Securities whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Similar Debt Securities or other securities, in cash or otherwise, (iii) file or cause to be delivered filed a registration statement, including any amendments, with respect to the Representativesregistration of Similar Debt Securities or securities convertible, upon requestexercisable or exchangeable into Similar Debt Securities, or (iv) publicly announce an offering of any Similar Debt Securities or securities convertible or exchangeable into Similar Debt Securities, in each case without the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to prior written consent the Underwriters. (kvii) The Depositor will cause the proceeds for the issuance and sale of the Bonds to be applied for the purposes described in the Pricing Package. (viii) The Depositor, to the extent not paid for by the Issuer, will pay or cause to paid all reasonable expenses described in Section 8(a)(v) hereof. (ix) As soon as practicable, but not later than 16 months, after the date hereof, the Depositor will make generally available (by posting on its website or otherwise) to its security holders, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act. (x) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k9(n) hereof is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actionsactions to the extent reasonably requested by any Rating Agency. (lxi) If, during The initial storm recovery charge for the period after Bonds will be calculated in accordance with the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop orderFinancing Order. (mxii) The Depositor and So long as any of the Sponsor each acknowledges and agrees that each Underwriter is acting solely Bonds are outstanding, the Depositor, in the its capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor as sponsor with respect to the offering Bonds, will cause the Issuer to furnish to the Underwriters, if and to the extent not posted on XXXXX or the Depositor or its affiliate’s website, (A) upon request, a copy of any filings with the PSCSC pursuant to the Financing Order including, but not limited to any issuance advice letter, any true-up adjustment filings, and (B) from time to time, any public financial information in respect of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary toDepositor, or an agent ofany material information regarding the Storm Recovery Property to the extent it is reasonably available (other than confidential or proprietary information) concerning the Issuer as the Underwriters may reasonably request. (xiii) So long as the Bonds are rated by a Rating Agency, the Depositor, in its capacity as sponsor with respect to the Sponsor or Bonds, will cause the Issuer to comply with the 17g-5 Representations, other than (x) any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal noncompliance of the transactions contemplated hereby, and no Underwriter shall 17g-5 Representations that would not have any responsibility a material adverse effect on the Bonds or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters rating of the Depositor, Bonds or (y) any noncompliance arising from the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit breach by an Underwriter of the Underwriters representations and shall not be on behalf of the Depositor, the Sponsor or any other partywarranties and covenants set forth in Section 14 hereof.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thatTrustee and the Underwriter as follows: (a) The Depositor shall furnish will give the Trustee and the Underwriter notice of its intention to file or prepare any amendment to the RepresentativesRegistration Statement or any amendment or supplement to the Prospectus (including any revised prospectus which the Depositor proposes for use by the Underwriter in connection with the offering of the Certificates which differs from the prospectus on file at the Commission at the time the Registration Statement becomes effective, without chargewhether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), during will furnish the period mentioned in Section 6(e) belowUnderwriter with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as many copies of the Preliminary Prospectus case may be, and will not file any such amendment or supplement or use any such prospectus to which the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may Underwriter shall reasonably requestobject. (b) The Depositor has filed or shall file each Preliminary will cause the Prospectus to be transmitted to the Commission for filing pursuant to and Rule 424(b)(5) under the 1933 Act by means reasonably calculated to result in accordance filing with Rule 424(b) not later than the second business day following the date it is first usedCommission pursuant to said rule. (c) The Depositor shall prepare will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and file of each amendment thereto (including exhibits filed therewith or incorporated by reference therein) as the Final Prospectus pursuant Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and in accordance with Rule 424(b) not later than the second business day following the date it is first usedof each amendment thereto (without exhibits). (d) The Depositor shall advise will furnish to the Representatives promptly of any proposal Underwriter, from time to amend or supplement time during the Registration Statement, any Preliminary period when the Prospectus is required to be delivered under the 1933 Act or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Securities Exchange Act reports filed of 1934 (the "1934 Act"), such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the Depositor in 1933 Act or the ordinary course that contain opinions, 1934 Act or the Basic Documents or related agreements, monthly distribution reports, annual reports respective applicable rules and suspension regulations of duty to report noticesthe Commission thereunder. (e) If, at any time when during the period after the first date of the public offering of the Certificates in which a prospectus relating to the Offered Notes Certificates is (or but for the exemption in Rule 172 would be required to be) be delivered under the Act in connection with sales by any Underwriter or dealer1933 Act, any event occurs shall occur as a result of which it is necessary, in the Final Preliminary opinion of counsel for the Depositor, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Depositor will forthwith amend or supplement the Final Prospectus (in form and substance satisfactory to counsel for the Depositor) so that, as then so amended or supplemented would supplemented, the Prospectus will not 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 madeexisting at the time it is delivered to a purchaser, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, and the Depositor promptly shall (1) notify will furnish to the Representatives Trustee and the Underwriter a reasonable number of copies of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliancesupplement. (f) The Depositor represents and agrees that, unless it obtains will endeavor to arrange for the prior consent qualification of the Representatives, Certificates for sale under the applicable securities laws of such states and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent other jurisdictions of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, the Intex CDI files as described in Section 5(d)(i) above, the Bloomberg Information and the information described in Section 5(d)(iii) above.United States (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not If the transactions contemplated by this Agreement are consummated, the Depositor shall will pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations of the Depositor under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (lh) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes Certificates is required to be delivered under the 1933 Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes Certificates is in effect, the Depositor shall will immediately advise the Representatives Underwriter and the Trustee of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and will make every reasonable effort to prevent the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal issuance of any stop order and, if any stop order is issued, to obtain the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to lifting thereof at the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other partyearliest possible moment.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file [(i)] each Preliminary Prospectus pursuant to and in accordance with Rule 424(b424(h) not later than the second third business day following before the date it is first usedApplicable Time [and (ii) any supplement to the Preliminary Prospectus pursuant to and in accordance with Rule 424(h) not later than 48 hours before the Applicable Time]. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first usedApplicable Time. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, ,[ in the Intex CDI files as described in Section 5(d)(i) above, ,] the Bloomberg Information and the information described in Section 5(d)(iii) above). (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a2.16(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the ABLT Indenture Trustee and the ABLT Owner Trustee pursuant to Section 4.02(a2.17(a) of the Trust Sale Servicing Agreement and Servicing furnished to the AART Indenture Trustee and the AART Owner Trustee pursuant to Section 4.02(b) of the Administration Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the ABLT Indenture Trustee, the ABLT Owner Trustee, the AART Indenture Trustee and the AART Owner Trustee, as applicable. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the [Initial] Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the [Initial] Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, above and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor shall furnish to the Representatives, Representatives without charge, during the period mentioned in Section 6(e) below, as many copies of the Preliminary Prospectus or the Final Prospectus and any supplements and amendments thereof or thereto as the Representatives may reasonably request. (b) The Depositor has filed or shall file each Preliminary Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (c) The Depositor shall prepare and file the Final Prospectus pursuant to and in accordance with Rule 424(b) not later than the second business day following the date it is first used. (d) The Depositor shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus or the Final Prospectus and shall consult with them and their counsel with respect to any comments they may have on any such proposed amendment or supplement; provided, however, that no such advice or consultation shall be necessary for Exchange Act reports filed by the Depositor in the ordinary course that contain opinions, the Basic Documents or related agreements, monthly distribution reports, annual reports and suspension of duty to report notices. (e) If, at any time when a prospectus relating to the Offered Notes is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary 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 Registration Statement or supplement the Final Preliminary Prospectus or the Final Prospectus to comply with the Act, the Depositor promptly shall (1) notify the Representatives of such event and (2) prepare and file with the Commission, subject to paragraph (d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance. (f) The Depositor represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Depositor that, unless it obtains the prior consent of the Depositor, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus; provided, however, that the prior consent of the parties hereto shall be deemed to have been given with respect to the Free Writing Prospectuses included in Schedule 3 and Schedule 4 hereto, in the Intex CDI files as described in Section 5(d)(i) above, above and the Bloomberg Information and the information described in Section 5(d)(iii) aboveInformation. (g) The Depositor shall take such action in order to exempt the Offered Notes from the qualification for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such exemption and in connection with the determination of the legality of the Offered Notes for purchase under the laws of such jurisdictions as the Representatives may designate. Thereafter, until all of the Offered Notes have been retired, the Depositor shall arrange for the filing and making of, and shall pay all fees applicable to, such statements and reports and renewals of registration necessary in order to continue to exempt the Offered Notes for secondary market transactions in the various jurisdictions in which the Offered Notes were originally exempted for sale. (h) For a period from the date of this Agreement until the retirement of the Offered Notes, or until such time as no Underwriter shall continue to maintain a secondary market in the Offered Notes, whichever first occurs, the Depositor shall deliver or cause to be delivered to the Representatives, upon request, the Servicer’s annual statement as to compliance pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement concerning Item 1123 of Regulation AB and the Report of Assessment of Compliance with Servicing Criteria furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement concerning Item 1122 of Regulation AB, promptly after the same are furnished to the Indenture Trustee and the Owner Trustee. (i) So long as any of the Offered Notes are outstanding, the Depositor shall furnish to the Representatives (i) as soon as available, a copy of each report of the Depositor filed with the Commission under the Exchange Act or mailed to the holders of the Offered Notes, and (ii) from time to time, such other information concerning the Depositor as the Representatives may reasonably request. (j) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor shall pay or cause to be paid all expenses incident to the performance of the Depositor’s obligations under this Agreement, and shall pay or cause to be paid or shall reimburse the Underwriters for (i) any reasonable expenses (including reasonable fees and disbursements of outside counsel) incurred by them in connection with (i) the qualification or exemption of the Offered Notes for offer and sale and the determination of their legality for purchase under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 6(g) and the printing of memoranda relating thereto, (ii) any fees charged by investment rating agencies for the rating of the Offered Notes, and (iii) reasonable expenses incurred in printing, if applicable, and distributing any Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. (k) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(k7(j) is conditioned upon the furnishing of documents or the taking of other actions by the Depositor on or after the Closing Date, the Depositor shall furnish such documents and take such other actions. (l) If, during the period after the Closing Date in which a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes is in effect, the Depositor shall advise the Representatives of the issuance of such stop order. (m) The Depositor and the Sponsor each acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and the Sponsor with respect to the offering of the Offered Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the Depositor, the Sponsor Depositor or any other person. Additionally, no Underwriter is advising the Depositor, the Sponsor Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and the Sponsor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor, the Sponsor or any other person Depositor with respect thereto. Any review by the Underwriters of the Depositor, the Sponsor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor, the Sponsor or any other party.