Common use of Description of Securities Clause in Contracts

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 1,000,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” For the avoidance of doubt, as of the date of this Agreement, Common Stock having an aggregate offering price of up to $1,000,000,000 may be sold pursuant to this Agreement. The Company has entered into, and from time to time may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold on or after the date hereof pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $500,000,000 250,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, each an “Alternative Equity Distribution Agreement” and collectivelyand, collectively the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, each an “Alternative Manager” and collectivelyand, collectively the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, ,” respectively) in substantially form and substance satisfactory to the form of Annex I heretoManager or the applicable Alternative Manager, as the case may be, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering gross sales price for of the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, up to $ [·] million (the “Maximum Amount”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 1,000,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” For the avoidance of doubt, as of the date of this Agreement, Common Stock having an aggregate offering price of up to $1,000,000,000 may be sold pursuant to this Agreement. The Company may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold on or after the date hereof pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, up to 16,000,000 (the “Maximum Amount”) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock common stock of the Company have their dividends automatically reinvested in additional shares of Common Stock common stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, up to 4,500,000 shares (the “Maximum Amount”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 1,000,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” For the avoidance of doubt, as of the date of this Agreement, Common Stock having an aggregate offering price of up to $1,000,000,000 may be sold pursuant to this Agreement. The Company may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) 1,000,000,000 on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” For the avoidance of doubt, as of the date of this Agreement, Common Stock having an aggregate offering price of up to $771,348,764 (which represents the amount remaining as of the date of this Agreement under the Company’s offering of up to $1,000,000,000 of Common Stock) (the “Maximum Amount”) may be sold pursuant to this Agreement. The Company has entered into, and from time to time, may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold on or after the date hereof pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 200,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, with such changes agreed to in writing by and between the Company and the respective Manager or Alternative Manager, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form N-2 (File No. 333-250189), including a related base prospectus (the “Base Prospectus”), relating to the registration of the Shares and certain of the Company’s other securities under the Securities Act of 1933, as amended (the “1933 Act”), which registration statement became effective upon filing with the Commission on November 19, 2020. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement relating to the Shares (the “Prospectus Supplement”) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission promulgated under the 1933 Act (such provisions, the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations. The information included or incorporated by reference in such Prospectus Supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430B is referred to as “Rule 430B Information.” Unless the context otherwise requires, such registration statement, including all documents filed as part thereof and any Rule 430B Information contained in the Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed to be part of the registration statement and also including any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations, is herein called the “Registration Statement.” The Base Prospectus, together with the Prospectus Supplement in the form filed by the Company with the Commission pursuant to Rule 424(b) on or before the second business day after the date hereof (or such earlier time as may be required under the 0000 Xxx) is herein called the “Prospectus.” All references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus, including those made pursuant to Rule 424(b) under the 1933 Act or such other rule under the 1933 Act as may be applicable to the Company, shall be deemed to mean and include, without limitation the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is or is deemed to be incorporated by reference in or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. For purposes of this Agreement, all references to the Registration Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”). The Company has entered into that certain Second Amended and Restated Investment Management Agreement, effective as of June 15, 2018 (the “Investment Management Agreement”), with the Adviser, which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Advisers Act”). A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-00998) (the “Notification of Election”) was filed with the Commission on March 29, 2013 under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations and any applicable guidance and/or interpretation of the Commission or its staff thereunder (the “1940 Act Regulations”).

Description of Securities. The Company Company, a wholly-owned subsidiary of Arcadia Financial, proposes to cause the Trust designated in the related Pricing Agreement to be created pursuant to a trust agreement (the "Trust Agreement") among the Company, as seller, the trustee specified in the related Pricing Agreement (the "Owner Trustee") and any such other parties as shall be specified in the related Pricing Agreement and to cause the Trust to issue and sell through or to the Manager several Underwriters the Designated Certificates to be issued under such Trust Agreement and/or the Designated Notes to be issued under an Indenture (or the "Indenture") between the Trust, the trustee specified in the related Pricing Agreement (the "Indenture Trustee") and any Alternative Manager such other parties as shall be specified in the related Pricing Agreement. The Designated Notes will be collateralized by the Trust Property (as defined below), and each Certificate will represent a fractional undivided interest in the related Trust. The assets of each Trust (the "Trust Property") will include, among other things, a pool of simple interest retail installment sales contracts and promissory notes (the "Receivables") purchased or to be purchased from motor vehicle dealers ("Dealers") by Arcadia Financial and secured by new and used automobiles and light trucks (the "Financed Vehicles"), as sales agent and/or principalcertain monies paid or payable thereon after the Cutoff Date (the "Cutoff Date") specified in the related Pricing Agreement (excluding certain insurance premiums), shares any financial guaranty insurance policies issued by an insurer in respect of the Company’s common stock, par value $0.001 per share Designated Securities (the “Common Stock”)"Security Insurer") pursuant to an insurance and indemnity agreement among the Trust, having the Company, Arcadia Financial and the Security Insurer and any other parties specified in the related Pricing Agreement (an aggregate offering price "Insurance Agreement") or other form of up credit enhancement specified in the related Pricing Agreement, such amounts as from time to $500,000,000 time may be held in a lockbox account (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or established pursuant to a Terms counterpart to an agency agreement and retail lockbox agreement between Arcadia Financial, the Owner Trustee, the lockbox bank (the "Lockbox Bank") specified in the related Pricing Agreement (the "Lockbox Agreement") and the Security Insurer) and the Collection Account (including all investments in the Collection Account and all income from the investment of funds therein and proceeds thereof), an assignment of Arcadia Financial's security interests in the Financed Vehicles, an assignment of the right to receive proceeds from the exercise of rights against Dealers under agreements between Arcadia Financial and such Dealers and the assignment of rights in respect of each Receivable from the applicable Dealer to Arcadia Financial, an assignment of the right to receive the proceeds from claims on certain insurance policies covering the Financed Vehicles or the Obligors, an assignment of the rights of the Company under the Receivables Purchase Agreement (as defined below) or through or and the other property and the proceeds thereof to an Alternative Manager be conveyed to the Trust pursuant to an Alternative Equity Distribution the sale and servicing agreement (the "Sale and Servicing Agreement") among the Trust, as issuer, the Company, as seller, Arcadia Financial, in its individual capacity and as servicer, and the backup servicer specified in the related Pricing Agreement (the "Backup Servicer"), and any other parties specified in and as more fully described in the related Pricing Agreement or Alternative Terms the Sale and Servicing Agreement. In addition, if so specified in the related Pricing Agreement, the Trust Property will include monies on deposit in a pre-funding account (the "Pre-Funding Account") which will be used to purchase Receivables from Arcadia Financial originated subsequent to the Cutoff Date. Unless otherwise specified in the related Pricing Agreement, the Receivables and the related Trust Property will be conveyed to the Company by Arcadia Financial pursuant to a Receivables Purchase Agreement and Assignment between the Company and Arcadia Financial (a "Receivables Purchase Agreement") and will be conveyed to the related Trust by the Company pursuant to the Sale and Servicing Agreement. Concurrently with the issuance of the Designated Securities, unless otherwise specified in the related Pricing Agreement, (i) with respect to the Designated Certificates, if any, the Security Insurer will issue a Policy to the Owner Trustee pursuant to which the Security Insurer will unconditionally and irrevocably guarantee to the holders of the Designated Certificates payment of the Guaranteed Distributions with respect to each Distribution Date and certain other amounts, as set forth in such Policy (the "Certificate Policy"), (ii) with respect to the Designated Notes, if any, the Security Insurer will issue a Policy to the Indenture Trustee pursuant to which the Security Insurer will unconditionally and irrevocably guarantee to the holders of the Designated Notes payment of the Guaranteed Distributions with respect to each Distribution Date and certain other amounts, as set forth in such Policy (the "Note Policy" and, together with the Certificate Policy, the "Policies"), (iii) Arcadia Financial, the Company, the Security Insurer, the trustee and the collateral agent specified in the related Pricing Agreement (each term as defined belowthe "Collateral Agent") are referred to herein as the “Shares.” The Company may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate Spread Account Agreement or series supplement thereto (the "Spread Account Agreement") regarding certain rights of the Security Insurer in consideration of the issuance of the Policies, (iv) the Trust, the Indenture Trustee, the Security Insurer and Arcadia Financial or the other custodian specified in the related Pricing Agreement (the "Custodian") will enter into a custodian agreement (each, a “Terms the "Custodian Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”") pursuant to which holders the Custodian will hold the original installment sales contract or promissory note as well as copies of Common Stock documents and instruments relating to each Receivable and evidencing the security interest in the Financed Vehicle securing each Receivable (the "Receivable Files"), and (v) the Trust and the parties specified in the related Pricing Agreement will enter into an administration agreement (the "Administration Agreement") pursuant to which the administrator specified in such Pricing Agreement (the "Administrator"), will perform certain administrative tasks of the Company have their dividends automatically reinvested in additional shares of Common Stock of Owner Trustee and the Company unless they elect to receive such dividends in cash. The aggregate offering price for Indenture Trustee imposed under the Shares that may be sold pursuant to this Trust Agreement, the Alternative Equity Distribution AgreementsIndenture and certain other agreements. Unless specified in the related Pricing Agreement with respect to a Pre-Funding Account, the Designated Securities will be issued in an aggregate principal amount which is equal to the sum of aggregate principal balance of the Receivables as of the Cutoff Date and the amount, if any, deposited in the Pre-Funding Account on the Closing Date (as hereinafter defined). At the Closing Date for the sale of Designated Securities specified in each Pricing Agreement, the Security Insurer and the Underwriters will also enter into an Indemnification Agreement (the "Indemnification Agreement") regarding indemnification for certain information included in the Registration Statement and Prospectus, referred to below. Capitalized terms used but not defined herein when used in connection with any Terms Agreement Pricing Agreement, have the meanings assigned in the related Sale and any Alternative Terms Agreement shall not exceed the Maximum AmountServicing Agreement.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stockshares of beneficial interest, par value $0.001 per share (the “Common StockShares”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock Shares to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, with such changes agreed to in writing by and between the Company and the respective Manager or Alternative Manager, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form N-2ASR (File No. 333-266323), including a related base prospectus (the “Base Prospectus”), relating to the registration of the issuance and sale of the Shares and certain of the Company’s other securities under the Securities Act of 1933, as amended (the “1933 Act”), which registration statement became effective upon filing with the Commission on July 26, 2022. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement relating to the issuance and sale of the Shares (the “Prospectus Supplement”) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission promulgated under the 1933 Act and Rule 424(b) of the 1933 Act. The information included or incorporated by reference in such Prospectus Supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430B is referred to as “Rule 430B Information.” Unless the context otherwise requires, such registration statement, including all documents filed as part thereof and any Rule 430B Information contained in the Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed to be part of the registration statement and also including any registration statement filed pursuant to Rule 462(b) of the 1933 Act, is herein called the “Registration Statement.” The Base Prospectus, together with the Prospectus Supplement in the form filed by the Company with the Commission pursuant to Rule 424(b) on or before the second business day after the date hereof (or such earlier time as may be required under the 1933 Act) is herein called the “Prospectus.” All references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus, including those made pursuant to Rule 424(b) under the 1933 Act or such other rule under the 1933 Act as may be applicable to the Company, shall be deemed to mean and include, without limitation the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is or is deemed to be incorporated by reference in or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. For purposes of this Agreement, all references to the Registration Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”). The Company has entered into that certain Xxxxxxx and Restated Investment Advisory Agreement, dated as of October 18, 2021 (the “Investment Advisory Agreement”) with the Adviser, which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (collectively, the “Advisers Act”). The Company has also entered into an Administration Agreement, dated as of October 1, 2018 (the “Administration Agreement”), with Blackstone Alternative Credit Advisors LP, a Delaware limited partnership (the “Administrator”). The Company filed a Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-01299) (the “Notification of Election”) with the Commission on October 26, 2018 under the Investment Company Act of 1940, as amended, and the rules and regulations and any applicable guidance and/or interpretation of the Commission or its staff thereunder (the “1940 Act”).

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stockshares of beneficial interest, par value $0.001 per share (the “Common StockShares”), having an aggregate offering price of up to $500,000,000 400,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock Shares to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, with such changes agreed to in writing by and between the Company and the respective Manager or Alternative Manager, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form N-2ASR (File No. 333-266323), including a related base prospectus (the “Base Prospectus”), relating to the registration of the issuance and sale of the Shares and certain of the Company’s other securities under the Securities Act of 1933, as amended (the “1933 Act”), which registration statement became effective upon filing with the Commission on July 26, 2022. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement relating to the issuance and sale of the Shares (the “Prospectus Supplement”) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission promulgated under the 1933 Act and Rule 424(b) of the 1933 Act. The information included or incorporated by reference in such Prospectus Supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430B is referred to as “Rule 430B Information.” Unless the context otherwise requires, such registration statement, including all documents filed as part thereof and any Rule 430B Information contained in the Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed to be part of the registration statement and also including any registration statement filed pursuant to Rule 462(b) of the 1933 Act, is herein called the “Registration Statement.” The Base Prospectus, together with the Prospectus Supplement in the form filed by the Company with the Commission pursuant to Rule 424(b) on or before the second business day after the date hereof (or such earlier time as may be required under the 1933 Act) is herein called the “Prospectus.” All references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus, including those made pursuant to Rule 424(b) under the 1933 Act or such other rule under the 1933 Act as may be applicable to the Company, shall be deemed to mean and include, without limitation the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is or is deemed to be incorporated by reference in or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. For purposes of this Agreement, all references to the Registration Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”). The Company has entered into that certain Xxxxxxx and Restated Investment Advisory Agreement, dated as of October 18, 2021 (the “Investment Advisory Agreement”) with the Adviser, which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (collectively, the “Advisers Act”). The Company has also entered into an Administration Agreement, dated as of October 1, 2018 (the “Administration Agreement”), with Blackstone Alternative Credit Advisors LP, a Delaware limited partnership (the “Administrator”). The Company filed a Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-01299) (the “Notification of Election”) with the Commission on October 26, 2018 under the Investment Company Act of 1940, as amended, and the rules and regulations and any applicable guidance and/or interpretation of the Commission or its staff thereunder (the “1940 Act”).

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s 's common stock, par value $0.001 0.10 per share (the “"Common Stock”"), having an aggregate offering gross sales price of up to $500,000,000 100,000,000 (the “"Maximum Amount”") on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “"Shares.” " The Company may has also enter entered into separate equity distribution agreements (each, each an “"Alternative Equity Distribution Agreement” and collectively" and, collectively the “"Alternative Equity Distribution Agreements”"), dated of even date herewith, with each of the entities listed on Schedule A heretoDeutsche Bank Securities Inc., as sales agent and/or principal, and UBS Securities LLC, as sales agent and/or principal (each, each an “"Alternative Manager” and collectively" and, collectively the “"Alternative Managers”"). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “"Terms Agreement” " or “"Alternative Terms Agreement”, ," respectively) in substantially form and substance satisfactory to the form of Annex I heretoManager or the applicable Alternative Manager, as the case may be, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “"Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. " The aggregate offering gross sales price for of the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 1,000,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” For the avoidance of doubt, as of the date of this Agreement, Common Stock having an aggregate offering price of up to $1,000,000,000 may be sold pursuant to this Agreement. The Company may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, up to 1,000,000 shares (the “Maximum Amount”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, up to 15,000,000 shares (the “Maximum Amount”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, as amended from time to time, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, ) with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I heretohereto with such changes agreed to in writing by and between the Company and the respective Manager or Alternative Manager, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. ​ The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 0.25 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 50,000,000 (the “Maximum Amount”) ), on the terms set forth in Section 4 3 of this Agreement; provided, however, that the Maximum Amount shall be reduced on a dollar-for-dollar basis by the aggregate gross sales proceeds received by the Company from the sale of Common Stock prior to the date hereof pursuant to the Initial Agreement and the Prior Alternative Distribution Agreements (as defined below). The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate amended and restated equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Equity Distribution Agreements amend and restate the initial equity distribution agreements by and among the Company and the Alternative Managers (collectively, the “Prior Alternative Equity Distribution Agreements”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties 00000000.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 0.25 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 100,000,000 (such amount, as reduced on a dollar-for-dollar basis by the aggregate gross sales proceeds received by the Company from the sale of Common Stock prior to the date hereof pursuant to those certain prior alternative equity distribution agreements listed on Schedule A hereto, the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, as may be amended and restated or otherwise modified from time to time, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A B hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of Shares issued and sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 0.25 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 250,000,000 (such amount, as reduced on a dollar-for-dollar basis by the aggregate gross sales proceeds received by the Company from the sale of Common Stock prior to the date hereof pursuant to the Prior Agreements and those certain prior alternative equity distribution agreements listed on Schedule A hereto, the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, as may be amended and restated or otherwise modified from time to time, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A B hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of Shares issued and sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stockshares of beneficial interest, par value $0.001 per share (the “Common StockShares”), having an aggregate offering price of up to $500,000,000 200,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock Shares to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, with such changes agreed to in writing by and between the Company and the respective Manager or Alternative Manager, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form N-2ASR (File No. 333-266323), including a related base prospectus (the “Base Prospectus”), relating to the registration of the issuance and sale of the Shares and certain of the Company’s other securities under the Securities Act of 1933, as amended (the “1933 Act”), which registration statement became effective upon filing with the Commission on July 26, 2022. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement relating to the issuance and sale of the Shares (the “Prospectus Supplement”) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission promulgated under the 1933 Act and Rule 424(b) of the 1933 Act. The information included or incorporated by reference in such Prospectus Supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430B is referred to as “Rule 430B Information.” Unless the context otherwise requires, such registration statement, including all documents filed as part thereof and any Rule 430B Information contained in the Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed to be part of the registration statement and also including any registration statement filed pursuant to Rule 462(b) of the 1933 Act, is herein called the “Registration Statement.” The Base Prospectus, together with the Prospectus Supplement in the form filed by the Company with the Commission pursuant to Rule 424(b) on or before the second business day after the date hereof (or such earlier time as may be required under the 0000 Xxx) is herein called the “Prospectus.” All references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus, including those made pursuant to Rule 424(b) under the 1933 Act or such other rule under the 1933 Act as may be applicable to the Company, shall be deemed to mean and include, without limitation the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is or is deemed to be incorporated by reference in or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. For purposes of this Agreement, all references to the Registration Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”). The Company has entered into that certain Xxxxxxx and Restated Investment Advisory Agreement, dated as of October 18, 2021 (the “Investment Advisory Agreement”) with the Adviser, which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (collectively, the “Advisers Act”). The Company has also entered into an Administration Agreement, dated as of October 1, 2018 (the “Administration Agreement”), with Blackstone Alternative Credit Advisors LP, a Delaware limited partnership (the “Administrator”). The Company filed a Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-01299) (the “Notification of Election”) with the Commission on October 26, 2018 under the Investment Company Act of 1940, as amended, and the rules and regulations and any applicable guidance and/or interpretation of the Commission or its staff thereunder (the “1940 Act”).

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, up to 9,500,000 shares (the “Maximum Amount”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 0.25 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 50,000,000 (the “Maximum Amount”) ), on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, up to 2,500,000 shares (the “Maximum Amount”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. (a) The Company proposes to issue and sell through or to sell, in the Manager (or any Alternative Manager manner contemplated by this Agreement, shares of Common Stock with an aggregate Sales Price (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price ) of up to $500,000,000 1,000,000,000, inclusive of amounts previously sold pursuant to the Original Agreements (the “Maximum Amount”) on upon the terms set forth in Section 4 and subject to the conditions contained herein. As of this Agreement. The the date hereof, shares of Common Stock with a value of approximately $784,083,001 remain available for issuance under this Agreement and the Alternative Distribution Agreements. (b) Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares and agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. (c) The Forward Seller has been appointed by the Company and the Forward Purchaser as its agent to sell the Forward Hedge Shares and agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be sold through or borrowed by the Forward Purchaser and offered by the Company upon the terms and subject to the Manager pursuant hereto or pursuant to a Terms Agreement conditions contained herein. (as defined belowd) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate amended and restated equity distribution agreements (each, an “Alternative Equity Distribution Agreement,” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewithAugust 3, 2018, with each of the entities listed on Schedule A hereto[●], [●], [●] and [●] (or its respective affiliates) (each in its capacity as sales agent and/or principal (eachagent, forward seller and forward purchaser thereunder, an “Alternative Manager” and collectively, the “Alternative ManagersSales Agent”). The Company agrees that whenever it determines , for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to sell time through the applicable Alternative Sales Agent of Shares directly to on the Manager or an terms set forth in the applicable Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Distribution Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter collectively referred to herein as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock to be issued and sold to the respective Sales Agents (in the case of the Company unless they elect to receive such dividends Issuance Shares) or borrowed by the Forward Purchaser (in cash. The aggregate offering price for the Shares that may be sold case of Forward Hedge Shares) pursuant to this Agreement, Agreement and the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement Agreements shall not exceed have an aggregate Sales Price of up the Maximum Amount.. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 0.25 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 250,000,000 (such amount, as reduced on a dollar-for-dollar basis by the aggregate gross sales proceeds received by the Company from the sale of Common Stock prior to the date hereof pursuant to the Prior Agreement and those certain prior alternative equity distribution agreements listed on Schedule A hereto, the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, as may be amended and restated or otherwise modified from time to time, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A B hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of Shares issued and sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance.

Description of Securities. (a) The Company proposes to issue and sell through or to sell, in the Manager (or any Alternative Manager manner contemplated by this Agreement, shares of Common Stock with an aggregate Sales Price (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price ) of up to $500,000,000 1,000,000,000, inclusive of amounts previously sold pursuant to the Original Agreements (the “Maximum Amount”) on upon the terms set forth in Section 4 and subject to the conditions contained herein. As of this Agreement. The the date hereof, shares of Common Stock with a value of approximately $784,083,001 remain available for issuance under this Agreement and the Alternative Distribution Agreements. (b) Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares and agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. (c) The Forward Seller has been appointed by the Company and the Forward Purchaser as its agent to sell the Forward Hedge Shares and agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be sold through or borrowed by the Forward Purchaser and offered by the Company upon the terms and subject to the Manager pursuant hereto or pursuant to a Terms Agreement conditions contained herein. (as defined belowd) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate amended and restated equity distribution agreements (each, an “Alternative Equity Distribution Agreement,” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewithJuly 31, 2017, with each of the entities listed on Schedule A hereto[ ], [ ], [ ] and [ ] (or its respective affiliates) (each in its capacity as sales agent and/or principal (eachagent, forward seller and forward purchaser thereunder, an “Alternative Manager” and collectively, the “Alternative ManagersSales Agent”). The Company agrees that whenever it determines , for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to sell time through the applicable Alternative Sales Agent of Shares directly to on the Manager or an terms set forth in the applicable Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Distribution Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter collectively referred to herein as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock to be issued and sold to the respective Sales Agents (in the case of the Company unless they elect Issuance Shares) or borrowed by the Forward Purchaser (in the case of Forward Hedge Shares) pursuant to receive such dividends in cash. The this Agreement and the Alternative Distribution Agreements shall have an aggregate offering price for of up the Shares that may be sold pursuant to Maximum Amount. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.following respective meanings:

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, up to 1,500,000 shares (the “Maximum Amount”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company Company, a wholly-owned subsidiary of Arcadia Financial, proposes to cause the Trust designated in the related Pricing Agreement to be created pursuant to a trust agreement (the "Trust Agreement") among the Company, as seller, the owner trustee specified in the related Pricing Agreement (the "Owner Trustee") and any such other parties as shall be specified in the related Pricing Agreement and to cause the Trust to issue and sell through or to the Manager several Underwriters the Designated Certificates to be issued under such Trust Agreement and/or the Designated Notes to be issued under an Indenture (or the "Indenture") between the Trust, the indenture trustee specified in the related Pricing Agreement (the "Indenture Trustee") and any Alternative Manager such other parties as shall be specified in the related Pricing Agreement. The Designated Notes will be collateralized by the Trust Property (as defined below), and each Certificate will represent a fractional undivided interest in the related Trust. The assets of each Trust (the "Trust Property") will include, among other things, a pool of retail installment sales contracts and promissory notes (the "Receivables") purchased or to be purchased from motor vehicle dealers ("Dealers") by Arcadia Financial and secured by new and used automobiles and light trucks (the "Financed Vehicles"), as sales agent and/or principalcertain monies paid or payable thereon after the Cutoff Date (the "Cutoff Date") specified in the related Pricing Agreement (excluding certain insurance premiums), shares any financial guaranty insurance policies issued by an insurer in respect of the Company’s common stock, par value $0.001 per share Designated Securities (the “Common Stock”)"Security Insurer") pursuant to an insurance and indemnity agreement among the Trust, having the Company, Arcadia Financial and the Security Insurer and any other parties specified in the related Pricing Agreement (an aggregate offering price "Insurance Agreement") or any other form of up credit enhancement specified in the related Pricing Agreement, such amounts as from time to $500,000,000 time may be held in any lockbox account (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or established pursuant to a Terms counterpart to an agency agreement and retail lockbox agreement between Arcadia Financial, the Owner Trustee, the lockbox bank (the "Lockbox Bank") specified in the related Pricing Agreement (the "Lockbox Agreement") and the Security Insurer) and the Collection Account (including all Investments in the Collection Account and all income from the investment of funds therein and proceeds thereof), an assignment of Arcadia Financial's security interests in the Financed Vehicles, an assignment of the right to receive proceeds from the exercise of rights against Dealers under agreements between Arcadia Financial and such Dealers and the assignment of rights in respect of each Receivable from the applicable Dealer to Arcadia Financial, an assignment of the right to receive the proceeds from claims on certain insurance policies covering the Financed Vehicles or the Obligors, an assignment of the rights of the Company under the Receivables Purchase Agreement (as defined below) or through or and the other property and the proceeds thereof to an Alternative Manager be conveyed to the Trust pursuant to an Alternative Equity Distribution the sale and servicing agreement (the "Sale and Servicing Agreement") among the Trust, as issuer, the Company, as seller, Arcadia Financial, in its individual capacity and as servicer, and the backup servicer, if any, specified in the related Pricing Agreement (the "Backup Servicer"), and any other parties specified in and as more fully described in the related Pricing Agreement or Alternative Terms the Sale and Servicing Agreement. In addition, if so specified in the related Pricing Agreement, the Trust Property will include monies on deposit in a pre-funding account (the "Pre-Funding Account"), which will be used to purchase Receivables from Arcadia Financial originated subsequent to the Cutoff Date. Unless otherwise specified in the related Pricing Agreement, the Receivables and the related Trust Property will be conveyed to the Company by Arcadia Financial pursuant to a Receivables Purchase Agreement and Assignment between the Company and Arcadia Financial (a "Receivables Purchase Agreement") and will be conveyed to the related Trust by the Company pursuant to the Sale and Servicing Agreement. Concurrently with the issuance of the Designated Securities, if specified in the related Pricing Agreement, (i) with respect to the Designated Certificates, if any, the Security Insurer will issue a Policy to the Owner Trustee pursuant to which the Security Insurer will unconditionally and irrevocably guarantee to the holders of the Designated Certificates payment of the Guaranteed Distributions with respect to each Distribution Date and certain other amounts, as set forth in such Policy (the "Certificate Policy"), (ii) with respect to the Designated Notes, if any, the Security Insurer will issue a Policy to the Indenture Trustee pursuant to which the Security Insurer will unconditionally and irrevocably guarantee to the holders of the Designated Notes payment of the Guaranteed Distributions with respect to each Distribution Date and certain other amounts, as set forth in such Policy (the "Note Policy" and, together with the Certificate Policy, the "Policies"), (iii) Arcadia Financial, the Company, the Security Insurer, the trustee and the entity specified in the related Pricing Agreement (each term as defined belowthe "Spread Account Collateral Agent") are referred to herein as the “Shares.” The Company may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate Spread Account Agreement or series supplement thereto (the "Spread Account Agreement") regarding certain rights of the Security Insurer in consideration of the issuance of the Policies, (iv) the Trust, the Indenture Trustee, the Security Insurer and Arcadia Financial or the other custodian specified in the related Pricing Agreement (the "Custodian") will enter into a custodian agreement (each, a “Terms the "Custodian Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”") pursuant to which holders the Custodian will hold the original installment sales contract or promissory note as well as copies of Common Stock documents and instruments relating to each Receivable and evidencing the security interest in the Financed Vehicle securing each Receivable (the "Receivable Files"), and (v) the Trust and the parties specified in the Pricing Agreement will enter into an administration agreement (the "Administration Agreement") pursuant to which the administrator specified in such Pricing Agreement (the "Administrator"), will perform certain administrative tasks of the Company have their dividends automatically reinvested in additional shares of Common Stock of Owner Trustee and the Company unless they elect to receive such dividends in cash. The aggregate offering price for Indenture Trustee imposed under the Shares that may be sold pursuant to this Trust Agreement, the Alternative Equity Distribution AgreementsIndenture and certain other agreements. At the Closing Date for the sale of Designated Securities if specified in the Pricing Agreement, the Security Insurer and the Underwriters will also enter into an Indemnification Agreement (the "Indemnification Agreement") regarding indemnification for certain information included in the Registration Statement and Prospectus, referred to below. Capitalized terms used but not defined herein when used in connection with any Terms Agreement Pricing Agreement, have the meanings assigned in the related Sale and any Alternative Terms Agreement shall not exceed the Maximum AmountServicing Agreement.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 0.25 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 100,000,000 (such amount, as reduced on a dollar-for-dollar basis by the aggregate gross sales proceeds received by the Company from the sale of Common Stock prior to the date hereof pursuant to the Prior Agreements and those certain prior alternative equity distribution agreements listed on Schedule A hereto, the “Maximum Amount”) on the terms set forth in Section 4 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may has also enter entered into separate equity distribution agreements (each, as may be amended and restated or otherwise modified from time to time, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A B hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 3 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the number of Shares that may be sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of Shares issued and sold pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance.

Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 1,000,000,000 (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” The Company may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock of the Company have their dividends automatically reinvested in additional shares of Common Stock of the Company unless they elect to receive such dividends in cash. The aggregate offering price for the Shares that may be sold on or after the date hereof pursuant to this Agreement, the Alternative Equity Distribution Agreements, any Terms Agreement and any Alternative Terms Agreement shall not exceed the Maximum Amount.

Description of Securities. The Company Company, a wholly-owned subsidiary of Arcadia Financial, proposes to cause the Trust designated in the related Pricing Agreement to be created pursuant to a trust agreement (the "Trust Agreement") among the Company, as seller, the trustee specified in the related Pricing Agreement (the "Owner Trustee") and any such other parties as shall be specified in the related Pricing Agreement and to cause the Trust to issue and sell through or to the Manager several Underwriters the Designated Certificates to be issued under such Trust Agreement and/or the Designated Notes to be issued under an Indenture (or the "Indenture") between the Trust, the trustee specified in the related Pricing Agreement (the "Indenture Trustee") and any Alternative Manager such other parties as shall be specified in the related Pricing Agreement. The Designated Notes will be collateralized by the Trust Property (as defined below), and each Certificate will represent a fractional undivided interest in the related Trust. The assets of each Trust (the "Trust Property") will include, among other things, a pool of simple interest retail installment sales contracts and promissory notes (the "Receivables") purchased or to be purchased from motor vehicle dealers ("Dealers") by Arcadia Financial and secured by new and used automobiles and light trucks (the "Financed Vehicles"), as sales agent and/or principalcertain monies paid or payable thereon after the Cutoff Date (the "Cutoff Date") specified in the related Pricing Agreement (excluding certain insurance premiums), shares any financial guaranty insurance policies issued by an insurer in respect of the Company’s common stock, par value $0.001 per share Designated Securities (the “Common Stock”)"Security Insurer") pursuant to an insurance and indemnity agreement among the Trust, having the Company, Arcadia Financial and the Security Insurer and any other parties specified in the related Pricing Agreement (an aggregate offering price "Insurance Agreement") or other form of up credit enhancement specified in the related Pricing Agreement, such amounts as from time to $500,000,000 time may be held in a lockbox account (the “Maximum Amount”) on the terms set forth in Section 4 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or established pursuant to a Terms counterpart to an agency agreement and retail lockbox agreement between Arcadia Financial, the Owner Trustee, the lockbox bank (the "Lockbox Bank") specified in the related Pricing Agreement (the "Lockbox Agreement") and the Security Insurer) and the Collection Account (including all investments in the Collection Account and all income from the investment of funds therein and proceeds thereof), an assignment of Arcadia Financial's security interests in the Financed Vehicles, an assignment of the right to receive proceeds from the exercise of rights against Dealers under agreements between Arcadia Financial and such Dealers and the assignment of rights in respect of each Receivable from the applicable Dealer to Arcadia Financial, an assignment of the right to receive the proceeds from claims on certain insurance policies covering the Financed Vehicles or the Obligors, an assignment of the rights of the Company under the Receivables Purchase Agreement (as defined below) or through or and the other property and the proceeds thereof to an Alternative Manager be conveyed to the Trust pursuant to an Alternative Equity Distribution the sale and servicing agreement (the "Sale and Servicing Agreement") among the Trust, as issuer, the Company, as seller, Arcadia Financial, in its individual capacity and as servicer, and the backup servicer specified in the related Pricing Agreement (the "Backup Servicer"), and any other parties specified in and as more fully described in the related Pricing Agreement or Alternative Terms the Sale and Servicing Agreement. In addition, if so specified in the related Pricing Agreement, the Trust Property will include monies on deposit in a pre-funding account (the "Pre-Funding Account") which will be used to purchase Receivables from Arcadia Financial originated subsequent to the Cutoff Date. Unless otherwise specified in the related Pricing Agreement, the Receivables and the related Trust Property will be conveyed to the Company by Arcadia Financial pursuant to a Receivables Purchase Agreement and Assignment between the Company and Arcadia Financial (a "Receivables Purchase Agreement") and will be conveyed to the related Trust by the Company pursuant to the Sale and Servicing Agreement. Concurrently with the issuance of the Designated Securities, unless otherwise specified in the related Pricing Agreement, (i) with respect to the Designated Certificates, if any, the Security Insurer will issue a Policy to the Owner Trustee pursuant to which the Security Insurer will unconditionally and irrevocably guarantee to the holders of the Designated Certificates payment of the Guaranteed Distributions with respect to each Distribution Date and certain other amounts, as set forth in such Policy (the "Certificate Policy"), (ii) with respect to the Designated Notes, if any, the Security Insurer will issue a Policy to the Indenture Trustee pursuant to which the Security Insurer will unconditionally and irrevocably guarantee to the holders of the Designated Notes payment of the Guaranteed Distributions with respect to each Distribution Date and certain other amounts, as set forth in such Policy (the "Note Policy" and, together with the Certificate Policy, the "Policies"), (iii) Arcadia Financial, the Company, the Security Insurer, the trustee and the collateral agent specified in the related Pricing Agreement (each term as defined belowthe "Collateral Agent") are referred to herein as the “Shares.” The Company may also enter into separate equity distribution agreements (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), dated of even date herewith, with each of the entities listed on Schedule A hereto, as sales agent and/or principal (each, an “Alternative Manager” and collectively, the “Alternative Managers”). The Company agrees that whenever it determines to sell the Shares directly to the Manager or an Alternative Manager as principal, it will enter into a separate Spread Account Agreement or series supplement thereto (the "Spread Account Agreement") regarding certain rights of the Security Insurer in consideration of the issuance of the Policies, (iv) the Trust, the Indenture Trustee, the Security Insurer and Arcadia Financial or the other custodian specified in the related Pricing Agreement (the "Custodian") will enter into a custodian agreement (each, a “Terms the "Custodian Agreement” or “Alternative Terms Agreement”, respectively) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 4 of this Agreement. This Agreement and the Alternative Equity Distribution Agreements are sometimes hereinafter referred to as the “Distribution Agreements.” The Manager and the Alternative Managers are sometimes hereinafter referred to as the “Distribution Managers.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”") pursuant to which holders the Custodian will hold the original installment sales contract or promissory note as well as copies of Common Stock documents and instruments relating to each Receivable and evidencing the security interest in the Financed Vehicle securing each Receivable (the "Receivable Files"), and (v) the Trust and the parties specified in the related Pricing Agreement will enter into an administration agreement (the "Administration Agreement") pursuant to which the administrator specified in such Pricing Agreement (the "Administrator"), will perform certain administrative tasks of the Company have their dividends automatically reinvested in additional shares of Common Stock of Owner Trustee and the Company unless they elect to receive such dividends in cash. The aggregate offering price for Indenture Trustee imposed under the Shares that may be sold pursuant to this Trust Agreement, the Alternative Equity Distribution AgreementsIndenture and certain other agreements. Unless specified in the related Pricing Agreement with respect to a Pre-Funding Account, the Designated Securities will be issued in an aggregate principal amount which is equal to the sum of aggregate principal balance of the Receivables as of the Cutoff Date and the amount, if any, deposited in the Pre-Funding Account on the Closing Date (as hereinafter defined). At the Closing Date for the sale of Designated Securities specified in each Pricing Agreement, the Security Insurer and the Underwriters will also enter into an Indemnification Agreement (the "Indemnification Agreement") regarding indemnification for certain information included in the Registration Statement and Prospectus, referred to below. Capitalized terms used but not defined herein when used in connection with any Terms Agreement Pricing Agreement, have the meanings assigned in the related Sale and any Alternative Terms Agreement shall not exceed the Maximum AmountServicing Agreement.