Common use of Each Exchange Note Separate; Assignees of Exchange Note Clause in Contracts

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012-A Lease or 2012-A Vehicle included in the 2012-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 2012-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2012-A Exchange Note related to the 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2012-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2012-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122023-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122023-A Exchange Note or the related 20122023-A Reference Pool shall be enforceable against such 20122023-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122023-A Exchange Note or any 20122023-A Lease or 20122023-A Vehicle included in the 20122023-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122023-A Exchange Note transferred hereunder which is related to the 20122023-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122023-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122023-A Exchange Note or the related 20122023-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122023-A Exchange Note related to the 20122023-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122023-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122023-A Reference Pool or, the 20122023-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122017-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122017-A Exchange Note or the related 20122017-A Reference Pool shall be enforceable against such 20122017-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122017-A Exchange Note or any 20122017-A Lease or 20122017-A Vehicle included in the 20122017-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122017-A Exchange Note transferred hereunder which is related to the 20122017-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122017-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122017-A Exchange Note or the related 20122017-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122017-A Exchange Note related to the 20122017-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122017-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122017-A Reference Pool or, the 20122017-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122024-A B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122024-A B Exchange Note or the related 20122024-A B Reference Pool shall be enforceable against such 20122024-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122024-A B Exchange Note or any 20122024-A B Lease or 20122024-A B Vehicle included in the 20122024-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122024-A B Exchange Note transferred hereunder which is related to the 20122024-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122024-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122024-A B Exchange Note or the related 20122024-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122024-A B Exchange Note related to the 20122024-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122024-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122024-A B Reference Pool or, the 20122024-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122021-A B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122021-A B Exchange Note or the related 20122021-A B Reference Pool shall be enforceable against such 20122021-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122021-A B Exchange Note or any 20122021-A B Lease or 20122021-A B Vehicle included in the 20122021-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122021-A B Exchange Note transferred hereunder which is related to the 20122021-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122021-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122021-A B Exchange Note or the related 20122021-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122021-A B Exchange Note related to the 20122021-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122021-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122021-A B Reference Pool or, the 20122021-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122019-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122019-A Exchange Note or the related 20122019-A Reference Pool shall be enforceable against such 20122019-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122019-A Exchange Note or any 20122019-A Lease or 20122019-A Vehicle included in the 20122019-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122019-A Exchange Note transferred hereunder which is related to the 20122019-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122019-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122019-A Exchange Note or the related 20122019-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122019-A Exchange Note related to the 20122019-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122019-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122019-A Reference Pool or, the 20122019-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 201220[ ]-A [ ] Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 201220[ ]-A [ ] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 201220[ ]-A [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 201220[ ]-A [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 201220[ ]-A [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 201220[ ]-A [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 201220[ ]-A [ ] Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122019-A B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122019-A B Exchange Note or the related 20122019-A B Reference Pool shall be enforceable against such 20122019-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122019-A B Exchange Note or any 20122019-A B Lease or 20122019-A B Vehicle included in the 20122019-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122019-A B Exchange Note transferred hereunder which is related to the 20122019-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122019-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122019-A B Exchange Note or the related 20122019-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122019-A B Exchange Note related to the 20122019-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122019-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122019-A B Reference Pool or, the 20122019-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122024-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122024-A Exchange Note or the related 20122024-A Reference Pool shall be enforceable against such 20122024-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122024-A Exchange Note or any 20122024-A Lease or 20122024-A Vehicle included in the 20122024-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122024-A Exchange Note transferred hereunder which is related to the 20122024-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122024-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122024-A Exchange Note or the related 20122024-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122024-A Exchange Note related to the 20122024-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122024-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122024-A Reference Pool or, the 20122024-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122018-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122018-A Exchange Note or the related 20122018-A Reference Pool shall be enforceable against such 20122018-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122018-A Exchange Note or any 20122018-A Lease or 20122018-A Vehicle included in the 20122018-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122018-A Exchange Note transferred hereunder which is related to the 20122018-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122018-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122018-A Exchange Note or the related 20122018-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122018-A Exchange Note related to the 20122018-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122018-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122018-A Reference Pool or, the 20122018-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122020-A B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122020-A B Exchange Note or the related 20122020-A B Reference Pool shall be enforceable against such 20122020-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122020-A B Exchange Note or any 20122020-A B Lease or 20122020-A B Vehicle included in the 20122020-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122020-A B Exchange Note transferred hereunder which is related to the 20122020-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122020-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122020-A B Exchange Note or the related 20122020-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122020-A B Exchange Note related to the 20122020-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122020-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122020-A B Reference Pool or, the 20122020-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122016-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122016-A Exchange Note or the related 20122016-A Reference Pool shall be enforceable against such 20122016-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122016-A Exchange Note or any 20122016-A Lease or 20122016-A Vehicle included in the 20122016-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122016-A Exchange Note transferred hereunder which is related to the 20122016-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122016-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122016-A Exchange Note or the related 20122016-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122016-A Exchange Note related to the 20122016-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122016-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122016-A Reference Pool or, the 20122016-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122021-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122021-A Exchange Note or the related 20122021-A Reference Pool shall be enforceable against such 20122021-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122021-A Exchange Note or any 20122021-A Lease or 20122021-A Vehicle included in the 20122021-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122021-A Exchange Note transferred hereunder which is related to the 20122021-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122021-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122021-A Exchange Note or the related 20122021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122021-A Exchange Note related to the 20122021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122021-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122021-A Reference Pool or, the 20122021-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122020-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122020-A Exchange Note or the related 20122020-A Reference Pool shall be enforceable against such 20122020-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122020-A Exchange Note or any 20122020-A Lease or 20122020-A Vehicle included in the 20122020-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122020-A Exchange Note transferred hereunder which is related to the 20122020-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122020-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122020-A Exchange Note or the related 20122020-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122020-A Exchange Note related to the 20122020-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122020-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122020-A Reference Pool or, the 20122020-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122018-A B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122018-A B Exchange Note or the related 20122018-A B Reference Pool shall be enforceable against such 20122018-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122018-A B Exchange Note or any 20122018-A B Lease or 20122018-A B Vehicle included in the 20122018-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122018-A B Exchange Note transferred hereunder which is related to the 20122018-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122018-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122018-A B Exchange Note or the related 20122018-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122018-A B Exchange Note related to the 20122018-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122018-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122018-A B Reference Pool or, the 20122018-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122016-A B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122016-A B Exchange Note or the related 20122016-A B Reference Pool shall be enforceable against such 20122016-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122016-A B Exchange Note or any 20122016-A B Lease or 20122016-A B Vehicle included in the 20122016-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122016-A B Exchange Note transferred hereunder which is related to the 20122016-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122016-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122016-A B Exchange Note or the related 20122016-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122016-A B Exchange Note related to the 20122016-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122016-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122016-A B Reference Pool or, the 20122016-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122022-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122022-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122022-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122022-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122022-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122022-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122022-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122017-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122017-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122017-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122017-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122017-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122017-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122017-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122020-A B Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122020-A B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122020-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122020-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122020-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122020-A B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122020-A B Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122023-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122023-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122023-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122023-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122023-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122023-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122023-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122016-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122016-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122016-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122016-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122016-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122016-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122016-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122015-A B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122015-A B Exchange Note or the related 20122015-A B Reference Pool shall be enforceable against such 20122015-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122015-A B Exchange Note or any 20122015-A B Lease or 20122015-A B Vehicle included in the 20122015-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122015-A B Exchange Note transferred hereunder which is related to the 20122015-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122015-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122015-A B Exchange Note or the related 20122015-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122015-A B Exchange Note related to the 20122015-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122015-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122015-A B Reference Pool or, the 20122015-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122024-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122024-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122024-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122024-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122024-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122024-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122024-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122018-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122018-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122018-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122018-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122018-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122018-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122018-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A 20[__]-[__] Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2012-A 20[__]-[__] Exchange Note or the related 2012-A 20[__]-[__] Reference Pool shall be enforceable against such 2012-A 20[__]-[__] Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2012-A 20[__]-[__] Exchange Note or any 2012-A 20[__]-[__] Lease or 2012-A 20[__]-[__] Vehicle included in the 2012-A 20[__]-[__] Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2012-A 20[__]-[__] Exchange Note transferred hereunder which is related to the 2012-A 20[__]-[__] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A 20[__]-[__] Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2012-A 20[__]-[__] Exchange Note or the related 2012-A 20[__]-[__] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2012-A 20[__]-[__] Exchange Note related to the 2012-A 20[__]-[__] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2012-A 20[__]-[__] Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2012-A 20[__]-[__] Reference Pool or, the 2012-A 20[__]-[__] Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122014-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122014-A Exchange Note or the related 20122014-A Reference Pool shall be enforceable against such 20122014-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122014-A Exchange Note or any 20122014-A Lease or 20122014-A Vehicle included in the 20122014-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122014-A Exchange Note transferred hereunder which is related to the 20122014-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122014-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122014-A Exchange Note or the related 20122014-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122014-A Exchange Note related to the 20122014-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122014-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122014-A Reference Pool or, the 20122014-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122019-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122019-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122019-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122019-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122019-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122019-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122019-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122020-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122020-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122020-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122020-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122020-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122020-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122020-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122019-A B Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122019-A B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122019-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122019-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122019-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122019-A B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122019-A B Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122015-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122015-A Exchange Note or the related 20122015-A Reference Pool shall be enforceable against such 20122015-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122015-A Exchange Note or any 20122015-A Lease or 20122015-A Vehicle included in the 20122015-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122015-A Exchange Note transferred hereunder which is related to the 20122015-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122015-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122015-A Exchange Note or the related 20122015-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122015-A Exchange Note related to the 20122015-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122015-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122015-A Reference Pool or, the 20122015-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122018-A B Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122018-A B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122018-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122018-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122018-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122018-A B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122018-A B Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122021-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122021-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122021-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122021-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122021-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 201220[ ]-A [ ] Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 201220[ ]-A [ ] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 201220[ ]-A [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 201220[ ]-A [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 201220[ ]-A [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 201220[ ]-A [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 201220[ ]-A [ ] Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122013-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122013-A Exchange Note or the related 20122013-A Reference Pool shall be enforceable against such 20122013-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122013-A Exchange Note or any 20122013-A Lease or 20122013-A Vehicle included in the 20122013-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122013-A Exchange Note transferred hereunder which is related to the 20122013-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122013-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122013-A Exchange Note or the related 20122013-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122013-A Exchange Note related to the 20122013-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122013-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122013-A Reference Pool or, the 20122013-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122013-A B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122013-A B Exchange Note or the related 20122013-A B Reference Pool shall be enforceable against such 20122013-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122013-A B Exchange Note or any 20122013-A B Lease or 20122013-A B Vehicle included in the 20122013-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122013-A B Exchange Note transferred hereunder which is related to the 20122013-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122013-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122013-A B Exchange Note or the related 20122013-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122013-A B Exchange Note related to the 20122013-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122013-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122013-A B Reference Pool or, the 20122013-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122018-A B Exchange Note, by virtue of its acceptance of such 2018-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122018-A B Exchange Note or the related 20122018-A B Reference Pool shall be enforceable against such 20122018-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122018-A B Exchange Note or any 20122018-A B Lease or 20122018-A B Vehicle included in the 20122018-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122018-A B Exchange Note transferred hereunder which is related to the 20122018-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122018-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122018-A B Exchange Note or the related 20122018-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122018-A B Exchange Note related to the 20122018-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122018-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122018-A B Reference Pool or, the 20122018-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122019-A Exchange Note, by virtue of its acceptance of such 2019-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122019-A Exchange Note or the related 20122019-A Reference Pool shall be enforceable against such 20122019-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122019-A Exchange Note or any 20122019-A Lease or 20122019-A Vehicle included in the 20122019-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122019-A Exchange Note transferred hereunder which is related to the 20122019-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122019-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122019-A Exchange Note or the related 20122019-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122019-A Exchange Note related to the 20122019-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122019-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122019-A Reference Pool or, the 20122019-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such 2012-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012-A Lease or 2012-A Vehicle included in the 2012-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 2012-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2012-A Exchange Note related to the 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2012-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2012-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122016-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122016-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122016-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122016-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122016-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122016-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122016-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122019-A B Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122019-A B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122019-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122019-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122019-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122019-A B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122019-A B Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122017-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122017-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122017-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122017-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122017-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122017-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122017-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122021-A Exchange Note, by virtue of its acceptance of such 2021-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122021-A Exchange Note or the related 20122021-A Reference Pool shall be enforceable against such 20122021-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122021-A Exchange Note or any 20122021-A Lease or 20122021-A Vehicle included in the 20122021-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122021-A Exchange Note transferred hereunder which is related to the 20122021-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122021-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122021-A Exchange Note or the related 20122021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122021-A Exchange Note related to the 20122021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122021-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122021-A Reference Pool or, the 20122021-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122020-A B Exchange Note, by virtue of its acceptance of such 2020-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122020-A B Exchange Note or the related 20122020-A B Reference Pool shall be enforceable against such 20122020-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122020-A B Exchange Note or any 20122020-A B Lease or 20122020-A B Vehicle included in the 20122020-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122020-A B Exchange Note transferred hereunder which is related to the 20122020-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122020-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122020-A B Exchange Note or the related 20122020-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122020-A B Exchange Note related to the 20122020-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122020-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122020-A B Reference Pool or, the 20122020-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122016-A B Exchange Note, by virtue of its acceptance of such 2016-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122016-A B Exchange Note or the related 20122016-A B Reference Pool shall be enforceable against such 20122016-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122016-A B Exchange Note or any 20122016-A B Lease or 20122016-A B Vehicle included in the 20122016-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122016-A B Exchange Note transferred hereunder which is related to the 20122016-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122016-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122016-A B Exchange Note or the related 20122016-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122016-A B Exchange Note related to the 20122016-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122016-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122016-A B Reference Pool or, the 20122016-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122019-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122019-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122019-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122019-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122019-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122019-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122019-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122024-A Exchange Note, by virtue of its acceptance of such 2024-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122024-A Exchange Note or the related 20122024-A Reference Pool shall be enforceable against such 20122024-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122024-A Exchange Note or any 20122024-A Lease or 20122024-A Vehicle included in the 20122024-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122024-A Exchange Note transferred hereunder which is related to the 20122024-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122024-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122024-A Exchange Note or the related 20122024-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122024-A Exchange Note related to the 20122024-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122024-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122024-A Reference Pool or, the 20122024-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122019-A B Exchange Note, by virtue of its acceptance of such 2019-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122019-A B Exchange Note or the related 20122019-A B Reference Pool shall be enforceable against such 20122019-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122019-A B Exchange Note or any 20122019-A B Lease or 20122019-A B Vehicle included in the 20122019-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122019-A B Exchange Note transferred hereunder which is related to the 20122019-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122019-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122019-A B Exchange Note or the related 20122019-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122019-A B Exchange Note related to the 20122019-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122019-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122019-A B Reference Pool or, the 20122019-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122023-A Exchange Note, by virtue of its acceptance of such 2023-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122023-A Exchange Note or the related 20122023-A Reference Pool shall be enforceable against such 20122023-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122023-A Exchange Note or any 20122023-A Lease or 20122023-A Vehicle included in the 20122023-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122023-A Exchange Note transferred hereunder which is related to the 20122023-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122023-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122023-A Exchange Note or the related 20122023-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122023-A Exchange Note related to the 20122023-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122023-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122023-A Reference Pool or, the 20122023-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122018-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122018-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122018-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122018-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122018-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122018-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122018-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122023-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122023-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122023-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122023-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122023-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122023-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122023-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122018-A B Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122018-A B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122018-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122018-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122018-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122018-A B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122018-A B Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122021-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122021-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122021-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122021-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122021-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122021-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122021-A B Exchange Note, by virtue of its acceptance of such 2021-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122021-A B Exchange Note or the related 20122021-A B Reference Pool shall be enforceable against such 20122021-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122021-A B Exchange Note or any 20122021-A B Lease or 20122021-A B Vehicle included in the 20122021-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122021-A B Exchange Note transferred hereunder which is related to the 20122021-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122021-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122021-A B Exchange Note or the related 20122021-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122021-A B Exchange Note related to the 20122021-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122021-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122021-A B Reference Pool or, the 20122021-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122020-A Exchange Note, by virtue of its acceptance of such 2020-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122020-A Exchange Note or the related 20122020-A Reference Pool shall be enforceable against such 20122020-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122020-A Exchange Note or any 20122020-A Lease or 20122020-A Vehicle included in the 20122020-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122020-A Exchange Note transferred hereunder which is related to the 20122020-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122020-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122020-A Exchange Note or the related 20122020-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122020-A Exchange Note related to the 20122020-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122020-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122020-A Reference Pool or, the 20122020-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122024-A B Exchange Note, by virtue of its acceptance of such 2024-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122024-A B Exchange Note or the related 20122024-A B Reference Pool shall be enforceable against such 20122024-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122024-A B Exchange Note or any 20122024-A B Lease or 20122024-A B Vehicle included in the 20122024-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122024-A B Exchange Note transferred hereunder which is related to the 20122024-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122024-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122024-A B Exchange Note or the related 20122024-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122024-A B Exchange Note related to the 20122024-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122024-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122024-A B Reference Pool or, the 20122024-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122024-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122024-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122024-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122024-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122024-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122024-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122024-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 201220[ ]-A [ ] Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 201220[ ]-A [ ] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 201220[ ]-A [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 201220[ ]-A [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 201220[ ]-A [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 201220[ ]-A [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 201220[ ]-A [ ] Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122016-A Exchange Note, by virtue of its acceptance of such 2016-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122016-A Exchange Note or the related 20122016-A Reference Pool shall be enforceable against such 20122016-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122016-A Exchange Note or any 20122016-A Lease or 20122016-A Vehicle included in the 20122016-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122016-A Exchange Note transferred hereunder which is related to the 20122016-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122016-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122016-A Exchange Note or the related 20122016-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122016-A Exchange Note related to the 20122016-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122016-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122016-A Reference Pool or, the 20122016-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122022-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122022-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122022-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122022-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122022-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122022-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122022-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122020-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122020-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122020-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122020-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122020-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122020-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122020-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122020-A B Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122020-A B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122020-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122020-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122020-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122020-A B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122020-A B Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122018-A Exchange Note, by virtue of its acceptance of such 2018-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122018-A Exchange Note or the related 20122018-A Reference Pool shall be enforceable against such 20122018-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122018-A Exchange Note or any 20122018-A Lease or 20122018-A Vehicle included in the 20122018-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122018-A Exchange Note transferred hereunder which is related to the 20122018-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122018-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122018-A Exchange Note or the related 20122018-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122018-A Exchange Note related to the 20122018-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122018-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122018-A Reference Pool or, or the 20122018-A Exchange Note, Note must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122017-A Exchange Note, by virtue of its acceptance of such 2017-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122017-A Exchange Note or the related 20122017-A Reference Pool shall be enforceable against such 20122017-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122017-A Exchange Note or any 20122017-A Lease or 20122017-A Vehicle included in the 20122017-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122017-A Exchange Note transferred hereunder which is related to the 20122017-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122017-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122017-A Exchange Note or the related 20122017-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122017-A Exchange Note related to the 20122017-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122017-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122017-A Reference Pool or, the 20122017-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 20[ ]-[ ] Reference Pool shall be enforceable against such 20[ ]-[ ] Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 201220[ ]-A [ ] Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 201220[ ]-A [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2012-A Exchange Note or the related 201220[ ]-A [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 201220[ ]-A [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 201220[ ]-A [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 201220[ ]-A [ ] Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122013-A Exchange Note, by virtue of its acceptance of such 2013-A Exchange Note or pledge thereof thereof, acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122013-A Exchange Note or the related 20122013-A Reference Pool shall be enforceable against such 20122013-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122013-A Exchange Note or any 20122013-A Lease or 20122013-A Vehicle included in the 20122013-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122013-A Exchange Note transferred hereunder which is related to the 20122013-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122013-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122013-A Exchange Note or the related 20122013-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122013-A Exchange Note related to the 20122013-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122013-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122013-A Reference Pool or, the 20122013-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 2012-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 2012-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2012-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 2012-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122013-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122013-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122013-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122013-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122013-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122013-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122013-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 2012-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 2012-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2012-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 2012-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122015-A B Exchange Note, by virtue of its acceptance of such 2015-B Exchange Note or pledge thereof thereof, acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122015-A B Exchange Note or the related 20122015-A B Reference Pool shall be enforceable against such 20122015-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122015-A B Exchange Note or any 20122015-A B Lease or 20122015-A B Vehicle included in the 20122015-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122015-A B Exchange Note transferred hereunder which is related to the 20122015-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122015-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122015-A B Exchange Note or the related 20122015-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122015-A B Exchange Note related to the 20122015-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122015-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122015-A B Reference Pool or, the 20122015-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122011-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122011-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122011-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122011-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122011-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122011-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122011-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122009-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122009-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122009-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122009-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122009-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122009-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122009-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122015-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122015-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122015-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122015-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122015-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122015-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122015-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122011-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122011-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122011-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122011-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122011-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122011-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122011-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122015-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122015-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122015-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122015-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122015-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122015-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122015-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 2012-A Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 2012-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 2012-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2012-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 2012-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122014-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122014-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122014-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122014-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122014-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122014-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122014-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122016-A B Exchange Note, by virtue of its acceptance of such 2016-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122016-A B Exchange Note or the related 20122016-A B Reference Pool shall be enforceable against such 20122016-A B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122016-A B Exchange Note or any 20122016-A B Lease or 20122016-A B Vehicle included in the 20122016-A B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122016-A B Exchange Note transferred hereunder which is related to the 20122016-A B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122016-A B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122016-A B Exchange Note or the related 20122016-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto 22 (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122016-A B Exchange Note related to the 20122016-A B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122016-A B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122016-A B Reference Pool or, the 20122016-A B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.. 23

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 2009-A Reference Pool shall be enforceable against such 2009-A Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2012-A Exchange Note or the related 2012-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122009-A Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122009-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2012-A Exchange Note or the related 20122009-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122009-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122009-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122009-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2012-A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2012-A Exchange Note or the related 20122014-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2012-A Exchange Note or any 2012Closed-A Lease or 2012-A Vehicle End Units included in the 20122014-A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2012-A Exchange Note transferred hereunder which is related to the 20122014-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2012-A Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2012-A Exchange Note or the related 20122014-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2012-A Exchange Note related to the 20122014-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122014-A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20122014-A Reference Pool or, the 2012-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20122014-A Exchange Note, by virtue of its acceptance of such 2014-A Exchange Note or pledge thereof thereof, acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20122014-A Exchange Note or the related 20122014-A Reference Pool shall be enforceable against such 20122014-A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20122014-A Exchange Note or any 20122014-A Lease or 20122014-A Vehicle included in the 20122014-A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20122014-A Exchange Note transferred hereunder which is related to the 20122014-A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20122014-A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20122014-A Exchange Note or the related 20122014-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20122014-A Exchange Note related to the 20122014-A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20122014-A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20122014-A Reference Pool or, the 20122014-A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.