Common use of Representations, Warranties and Covenants of the Securities Intermediary Clause in Contracts

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that: (a) Each Securities Account has been established as set forth in Section 2.01 and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders of such Person. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.03.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities The Account has been established as set forth in Section 2.01 1 above and such Securities Accounts will be maintained in the manner set forth herein until termination of this AgreementAgreement is terminated. The Securities Intermediary shall will not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bii) No financial asset credited to the Account is or will be registered in the name of the SellerLien Grantor, payable to the order of the SellerLien Grantor, or specially endorsed indorsed to the SellerLien Grantor, except to the extent unless such financial asset has been endorsed further indorsed by the Lien Grantor to the Securities Intermediary or in blank. (ciii) This Agreement is the a valid and legally binding obligation agreement of the Securities IntermediaryIntermediary enforceable in accordance with its terms. (div) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other Person than the Secured Party) relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Lien Grantor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth agreed in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to each of the Assignee-Secured Party, the Initial Secured Party and the SellerIssuing Entity, and covenants that: (a) Each Securities The Reserve Account has been established as set forth in Section 2.01 and such Securities Accounts the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Reserve Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset carried in the Reserve Account is or will be registered in the name of the SellerIssuing Entity, payable to the order of the SellerIssuing Entity, or specially endorsed to the SellerIssuing Entity, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary, enforceable against the Securities Intermediary in accordance with its terms. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party to the extent provided in Section 2.03, with respect to the Reserve Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Issuing Entity or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that: (a) Each Securities Account has been established in New York, New York as set forth in Section 2.01 and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders of such Person. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.03.

Representations, Warranties and Covenants of the Securities Intermediary. The As of the date hereof, the Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the SellerIssuer, and covenants that: (a) Each Securities Account has been established as set forth in Section 2.01 and such Securities Accounts each Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the AssigneeSecured Party. The Securities Intermediary is acting hereunder in the capacity of a “securities intermediary” within the meaning of Section 8-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien 102(a)(14) of the Indenture has been released, the Initial Secured Party)UCC. (b) No financial asset carried in an Account is or will be registered in the name of the SellerIssuer, payable to the order of the SellerIssuer, or specially endorsed to the SellerIssuer, except to the extent that such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party or the Issuer, in each case to the extent provided in Section 2.03, with respect to the Accounts. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) The Securities Intermediary has at the time of this Agreement and shall continuously maintain have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities Account has The Designated Accounts have been established as set forth in Section 2.01 1 hereof and such Securities Accounts each Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement. The Securities Intermediary shall not change the name or account number of any Securities Designated Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party)Administrative Agent. (bii) No financial asset constituting Investment Collateral is or will be registered in the name of the SellerCompany, payable to the its order of the Seller, or specially endorsed indorsed to the Sellerit, except to the extent such financial asset has been endorsed indorsed to the Securities Intermediary or in blank. (ciii) This Control Agreement is the valid and legally binding obligation of the Securities Intermediary. (div) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, into any agreement with any other Person pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) with respect to financial assets credited to any Designated Account. Until the termination of this Control Agreement the Securities Intermediary will not, without the written approval of the Administrative Agent, enter into any agreement with any Person pursuant to which it agrees to comply with entitlement orders with respect to Investment Collateral. Until the termination of this Control Agreement, the Securities Intermediary will not, without the written approval of the Administrative Agent (which shall not be unreasonably withheld), enter into any agreement with any Person relating to any of the Securities Accounts Designated Account or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders of such Person. (ev) The Securities Intermediary is a “securities intermediary” as defined in Article 8-102(a)(14) of the UCC. (vi) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Company or the Initial Secured Party Administrative Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to financial assets credited to any Designated Account as set forth in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (aA) Each Securities The Reserve Account has been established as set forth in Section 2.01 1 above and such Securities Accounts the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Reserve Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bB) No financial asset is or will be registered in the name of the SellerIssuer, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (cC) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (dD) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Reserve Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in ss.8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Issuer or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033. (E) The Securities Intermediary is a "securities intermediary" (as defined in ss.8-102(a)(14) of the UCC) and is acting in such capacity with respect to the Reserve Account. (F) The Securities Intermediary is not a "clearing corporation" (as defined in ss.8-102(a)(5) of the UCC).

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each Securities The Account has been established as set forth in Section 2.01 1 above and such Securities Accounts will be maintained in the manner set forth herein until termination of this AgreementAgreement is terminated. The Securities Intermediary shall will not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset credited to the Account is or will be registered in the name of the SellerLien Grantor, payable to the order of the SellerLien Grantor, or specially endorsed indorsed to the SellerLien Grantor, except to the extent unless such financial asset has been endorsed further indorsed by the Lien Grantor to the Securities Intermediary or in blank. (c) This Agreement is the a valid and legally binding obligation agreement of the Securities IntermediaryIntermediary enforceable in accordance with its terms. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other Person than the Secured Party) relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Lien Grantor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth agreed in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (aA) Each Securities The Collection Account has been established as set forth in Section 2.01 1 above and such Securities Accounts the Collection Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bB) No financial asset is or will be registered in the name of the SellerIssuer, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (cC) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (dD) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Collection Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in ss.8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Issuer or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033. (E) The Securities Intermediary is a "securities intermediary" (as defined in ss.8-102(a)(14) of the UCC) and is acting in such capacity with respect to the Collection Account. (F) The Securities Intermediary is not a "clearing corporation" (as defined in ss.8-102(a)(5) of the UCC).

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Initial-Secured Party and the SellerTransferor, and covenants that: (a) Each Securities Account The Reserve Fund has been established as set forth in Section 2.01 and such Securities Accounts the Reserve Fund will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account the Reserve Fund without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Initial-Secured Party). The Securities Intermediary is acting hereunder in the capacity of a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC. (b) No financial asset carried in the Reserve Fund is or will be registered in the name of the SellerTransferor, payable to the order of the SellerTransferor, or specially endorsed to the SellerTransferor, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial-Secured Party, in each case to the extent provided in Section 2.03, with respect to the Reserve Fund. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Initial-Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that: (a) Each The Securities Account has been established as set forth in Section 2.01 and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset Financial Asset carried in the Securities Account is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement Agreement, will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party, the Seller and the Servicer with respect to the Securities Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Seller or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (aA) Each Securities The Yield Supplement Account has been established as set forth in Section 2.01 1 above and such Securities Accounts the Yield Supplement Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Yield Supplement Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bB) No financial asset is or will be registered in the name of the SellerIssuer, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (cC) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (dD) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Yield Supplement Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in ss.8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Issuer or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033. (E) The Securities Intermediary is a "securities intermediary" (as defined in ss.8-102(a)(14) of the UCC) and is acting in such capacity with respect to the Yield Supplement Account. (F) The Securities Intermediary is not a "clearing corporation" (as defined in ss.8-102(a)(5) of the UCC).

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the SellerIssuer, and covenants that: (a) Each Securities Account has been established as set forth in Section 2.01 and such Securities Accounts each Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the AssigneeSecured Party. The Securities Intermediary is acting hereunder in the capacity of a “securities intermediary” within the meaning of Section 8-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien 102(a)(14) of the Indenture has been released, the Initial Secured Party)UCC. (b) No financial asset carried in an Account is or will be registered in the name of the SellerIssuer, payable to the order of the SellerIssuer, or specially endorsed to the SellerIssuer, except to the extent that such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party or the Issuer, in each case to the extent provided in Section 2.03, with respect to the Accounts. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) The Securities Intermediary has at the time of this Agreement and shall continuously maintain have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 2024-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2024-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2024-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2024-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2024-A Collateral Account other than the 2024-A Servicing Supplement, the 2024-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 2021-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2021-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2021-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2021-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2021-A Collateral Account other than the 2021-A Servicing Supplement, the 2021-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 2019-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2019-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2019-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2019-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2019-A Collateral Account other than the 2019-A Servicing Supplement, the 2019-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 2024-B Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2024-B Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2024-B Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2024-B Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2024-B Collateral Account other than the 2024-B Servicing Supplement, the 2024-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the SellerTrust, and covenants that: (a) Each Securities The Reserve Account has been established as set forth in Section 2.01 and such Securities Accounts the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Reserve Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset carried in the Reserve Account is or will be registered in the name of the SellerTrust, payable to the order of the SellerTrust, or specially endorsed to the SellerTrust, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party to the extent provided in Section 2.03, with respect to the Reserve Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Trust or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03.. Control Agreement

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 2019-B Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2019-B Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2019-B Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2019-B Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2019-B Collateral Account other than the 2019-B Servicing Supplement, the 2019-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 2020-B Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2020-B Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2020-B Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2020-B Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2020-B Collateral Account other than the 2020-B Servicing Supplement, the 2020-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 2023-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2023-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2023-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2023-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2023-A Collateral Account other than the 2023-A Servicing Supplement, the 2023-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2021-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2021-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2021-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2021-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2021-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2021-A Exchange Note Collection Account other than the Servicing Agreement, the 2021-A Servicing Supplement, the 2021-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2019-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2019-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2019-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2019-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2019-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2019-A Exchange Note Collection Account other than the Servicing Agreement, the 2019-A Servicing Supplement, the 2019-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2024-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2024-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2024-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2024-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2024-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2024-A Exchange Note Collection Account other than the Servicing Agreement, the 2024-A Servicing Supplement, the 2024-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2017-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2017-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2017-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2017-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2017-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2017-A Exchange Note Collection Account other than the Servicing Agreement, the 2017-A Servicing Supplement, the 2017-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities Account has The Designated Accounts have been established as set forth in Section 2.01 1 hereof and such Securities Accounts each Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement. The Securities Intermediary shall not change the name or account number of any Securities Designated Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party)Administrative Agent. (bii) No financial asset constituting Investment Collateral is or will be registered in the name of the SellerPledgor, payable to the its order of the Seller, or specially endorsed indorsed to the Sellerit, except to the extent such financial asset has been endorsed indorsed to the Securities Intermediary or in blank. (ciii) This Control Agreement is the valid and legally binding obligation of the Securities Intermediary. (div) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, into any agreement with any other Person pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) with respect to financial assets credited to any Designated Account. Until the termination of this Control Agreement the Securities Intermediary will not, without the written approval of the Administrative Agent, enter into any agreement with any Person pursuant to which it agrees to comply with entitlement orders with respect to Investment Collateral. Until the termination of this Control Agreement, the Securities Intermediary will not, without the written approval of the Administrative Agent (which shall not be unreasonably withheld), enter into any agreement with any Person relating to any of the Securities Accounts Designated Account or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders of such Person. (ev) The Securities Intermediary is a “securities intermediary” as defined in Article 8-102(a)(14) of the UCC. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Pledgor or the Initial Secured Party Administrative Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to financial assets credited to any Designated Account as set forth in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2020-B Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2020-B Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2020-B Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2020-B Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2020-B Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2020-B Exchange Note Collection Account other than the Servicing Agreement, the 2020-B Servicing Supplement, the 2020-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2024-B Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2024-B Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2024-B Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2024-B Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2024-B Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2024-B Exchange Note Collection Account other than the Servicing Agreement, the 2024-B Servicing Supplement, the 2024-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Initial-Secured Party and the SellerTransferor, and covenants that: (a) Each Securities Account The Reserve Fund has been established as set forth in Section 2.01 and such Securities Accounts the Reserve Fund will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account the Reserve Fund without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Initial-Secured Party). The Securities Intermediary is acting hereunder in the capacity of a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC. (b) No financial asset carried in the Reserve Fund is or will be registered in the name of the SellerTransferor, payable to the order of the SellerTransferor, or specially endorsed to the SellerTransferor, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial-Secured Party, in each case to the extent provided in Section 2.03, with respect to the Reserve Fund. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Initial-Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03.. ARTICLE FOUR MISCELLANEOUS

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to each of the Assignee-Secured Party, the Initial Secured Party and the SellerIssuing Entity, and covenants that: (a) Each Securities The Reserve Account has been established as set forth in Section 2.01 and such Securities Accounts the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Reserve Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party. 3 (NALT 2012-B Control Agreement). (b) No financial asset carried in the Reserve Account is or will be registered in the name of the SellerIssuing Entity, payable to the order of the SellerIssuing Entity, or specially endorsed to the SellerIssuing Entity, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary, enforceable against the Securities Intermediary in accordance with its terms. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party to the extent provided in Section 2.03, with respect to the Reserve Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Issuing Entity or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2023-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2023-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2023-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2023-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2023-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2023-A Exchange Note Collection Account other than the Servicing Agreement, the 2023-A Servicing Supplement, the 2023-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 201[__]-[__] Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 201[__]-[__] Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 201[__]-[__] Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 201[__]-[__] Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 201[__]-[__] Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 201[__]-[__] Exchange Note Collection Account other than the Servicing Agreement, the 201[__]-[__] Servicing Supplement, the 201[__]-[__] Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities 2012-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2012-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2012-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2012-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2012-A Collateral Account other than the 2012-A Servicing Supplement, the 2012-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 20[__]-[_] Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 20[__]-[_] Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 20[__]-[_] Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 20[__]-[_] Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 20[__]-[_] Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 20[__]-[_] Exchange Note Collection Account other than the Servicing Agreement, the 20[__]-[_] Servicing Supplement, the 20[__]-[_] Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 2020-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2020-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2020-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2020-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2020-A Collateral Account other than the 2020-A Servicing Supplement, the 2020-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2020-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2020-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2020-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2020-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2020-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2020-A Exchange Note Collection Account other than the Servicing Agreement, the 2020-A Servicing Supplement, the 2020-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2019-B Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2019-B Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2019-B Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2019-B Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2019-B Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2019-B Exchange Note Collection Account other than the Servicing Agreement, the 2019-B Servicing Supplement, the 2019-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (aA) Each Securities The Collection Account has been established as set forth in Section 2.01 1 above and such Securities Accounts the Collection Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bB) No financial asset is or will be registered in the name of the SellerIssuer, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (cC) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (dD) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Collection Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in §8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Issuer or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033. (E) The Securities Intermediary is a “securities intermediary” (as defined in §8-102(a)(14) of the UCC) and is acting in such capacity with respect to the Collection Account. (F) The Securities Intermediary is not a “clearing corporation” (as defined in §8-102(a)(5) of the UCC).

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (aA) Each Securities The Reserve Account has been established as set forth in Section 2.01 1 above and such Securities Accounts the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Reserve Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bB) No financial asset is or will be registered in the name of the SellerIssuer, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (cC) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (dD) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Reserve Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in §8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Issuer or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033. (E) The Securities Intermediary is a “securities intermediary” (as defined in §8-102(a)(14) of the UCC) and is acting in such capacity with respect to the Reserve Account. (F) The Securities Intermediary is not a “clearing corporation” (as defined in §8-102(a)(5) of the UCC).

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each a. The Securities Account has been established as set forth in Section 2.01 1 above and such the Securities Accounts Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) b. No financial asset is or will be registered in the name of the SellerDebtor, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) c. This Securities Account Control Agreement is the valid and legally binding obligation obligations of the Securities Intermediary. (d) d. The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in §8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities 20[__]-[__] Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 20[__]-[__] Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 20[__]-[__] Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 20[__]-[__] Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 20[__]-[__] Collateral Account other than the 20[__]-[__] Servicing Supplement, the 20[__]-[__] Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2012-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2012-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2012-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2012-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2012-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2012-A Exchange Note Collection Account other than the Servicing Agreement, the 2012-A Servicing Supplement, the 2012-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2018-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2018-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2018-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2018-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2018-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2018-A Exchange Note Collection Account other than the Servicing Agreement, the 2018-A Servicing Supplement, the 2018-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2021-B Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2021-B Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2021-B Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2021-B Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2021-B Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2021-B Exchange Note Collection Account other than the Servicing Agreement, the 2021-B Servicing Supplement, the 2021-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities The 2018-B Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2018-B Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2018-B Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2018-B Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2018-B Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2018-B Exchange Note Collection Account other than the Servicing Agreement, the 2018-B Servicing Supplement, the 2018-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2016-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2016-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2016-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2016-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2016-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2016-A Exchange Note Collection Account other than the Servicing Agreement, the 2016-A Servicing Supplement, the 2016-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities The Account has been established as set forth in Section 2.01 1 above and such Securities Accounts will be maintained in the manner set forth herein until termination of this AgreementAgreement is terminated. The Securities Intermediary shall will not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party).; (b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (cii) This Agreement is the a valid and legally binding obligation agreement of the Securities Intermediary.Intermediary enforceable in accordance with its terms; and (diii) The Except with regard to the custodial services agreement between the Securities Intermediary as provided in Section 6 of this Agreement, the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other Person than the Secured Party) relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Pledgor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth agreed in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities 2016-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2016-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2016-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2016-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2016-A Collateral Account other than the 2016-A Servicing Supplement, the 2016-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and represents, warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that: (a) Each The Securities Account has been or shall be established as set forth described in Section 2.01 1 above, and such the Securities Accounts will Account shall be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number numbers of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party)Collateral Agent. (b) No financial asset is registered in the name of the Borrower, or will payable to the Borrower's order, or specifically indorsed to the Borrower, except to the extent that such financial asset has been indorsed to the Securities Intermediary or in blank. Except as otherwise provided in Section 5 hereof, no financial asset shall be registered in the name of the Seller, Borrower or payable to the Borrower's order of the Seller, or specially endorsed indorsed to the SellerBorrower, except to the extent that such financial asset has been endorsed indorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Other than this Agreement, (i) the Securities Intermediary has not entered into, and until the termination of this Agreement will shall not enter into, any agreement with any other Person relating to any of the Securities Accounts or Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders Entitlement Orders of such Person. ; and (eii) The the Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Borrower or the Initial Secured Party Collateral Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.034 and Section 5 hereof; provided that, the Collateral Agent acknowledges that the Securities Account is managed on a discretionary basis by the Securities Intermediary on behalf of the Borrower.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities 2016-B Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2016-B Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2016-B Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2016-B Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2016-B Collateral Account other than the 2016-B Servicing Supplement, the 2016-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2016-B Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2016-B Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2016-B Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2016-B Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2016-B Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2016-B Exchange Note Collection Account other than the Servicing Agreement, the 2016-B Servicing Supplement, the 2016-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each Securities Account has The Accounts have been established as set forth in Section 2.01 1 above and such Securities Accounts each Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset is or will be registered in the name of the SellerDebtor, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or and/or any financial assets credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders (as defined in Section 8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the SellerIssuer, and covenants that: (a) Each Securities Account has been established as set forth in Section 2.01 and such Securities Accounts each Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the AssigneeSecured Party. The Securities Intermediary is acting hereunder in the capacity of a “securities intermediary” within the meaning of Section 8-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien 102(a)(14) of the Indenture has been released, the Initial Secured Party)UCC. (b) No financial asset carried in an Account is or will be registered in the name of the SellerIssuer, payable to the order of the SellerIssuer, or specially endorsed to the SellerIssuer, except to the extent that such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party or the Issuer, in each case to the extent provided in Section 2.03, with respect to the Accounts. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) The Securities Intermediary has at the time of this Agreement and shall continuously maintain have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States. ARTICLE FOUR MISCELLANEOUS

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 2021-B Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2021-B Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2021-B Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2021-B Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2021-B Collateral Account other than the 2021-B Servicing Supplement, the 2021-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Security Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each Securities The Cash Collateral Account has been established as set forth in Section 2.01 herein and such Securities Accounts the Cash Collateral Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Cash Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset is or will be registered in the name of the SellerPledgor, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Cash Collateral Account and/or any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such Person. (e) . The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Pledgor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.035 hereof. (e) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence (including, without limitation, with respect to all investments made pursuant to Section 12 hereof) concerning the Cash Collateral Account and/or any financial assets credit thereto simultaneously to each of the Pledgor and the Secured Party at the address set forth in Section 18 of this Agreement.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each The Securities Account has been established as set forth in Section 2.01 1 above and such the Securities Accounts Account will be maintained in the manner set forth herein until termination of this Agreement. ; (b) U.S. Bank National Association is, and shall remain for the term of this Agreement, a "securities intermediary" as defined within the meaning of Section 8-102(a)(14) of the UCC and the Securities Account constitutes a "securities account" within the meaning of Section 8-501(a) of the UCC; (c) The Securities Intermediary shall not change the name or the account number of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of and prior written notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party).Debtor; (b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (cd) This Agreement is the valid and legally binding obligation obligations of the Securities Intermediary.; (de) No agreement, within the meaning of Section 357.11(b)(1) of the Treasury Regulations (or substantially similar provisions in other Federal Regulations) or Section 8-110(e)(1) or Section 9-305 of the Uniform Commercial Code in respect of the Securities Account or any of such Collateral provides that a jurisdiction other than the State of New York is the jurisdiction of the Securities Intermediary for purposes of Article 8 or Article 9 of the Uniform Commercial Code; and (f) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees the Securities Intermediary has agreed to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each Securities The CARS Account has been established as set forth in Section 2.01 2(a) above and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The CP Reserve Account has been established as set forth in Section 2(b) above and will be maintained until the CP Reserve Account Required Balance is permitted to be reduced to zero pursuant to Section 5.13 of the Credit Agreement, which will be evidenced by a written certificate of the Secured Party to the Securities Intermediary to such effect. The Securities Intermediary shall not change the name or account number of any Securities either Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset Financial Asset is or will be registered in the name of the SellerBorrower, payable to the order of the SellerBorrower, or specially endorsed to the SellerBorrower, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to either Account and/or any of the Securities Accounts or any financial assets Financial Assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders Entitlement Orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party any Borrower or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.035 hereof. (e) The Securities Intermediary is a "securities intermediary", as defined in Section 8-102(a)(14) of the UCC, that in the ordinary course of its business maintains securities accounts. (f) Pursuant to Section 8-110(e)(1) of the UCC, for purposes of this Agreement, the Securities Intermediary's jurisdiction is the State of New York. (g) The Securities Intermediary is not a "clearing corporation" as defined in Section 8-102(a)(5) of the UCC. (h) Each of the Accounts constitutes a "securities account" within the meaning of Section 8-501(a) of the UCC.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2015-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2015-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2015-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2015-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2015-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2015-A Exchange Note Collection Account other than the Servicing Agreement, the 2015-A Servicing Supplement, the 2015-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2013-B Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2013-B Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2013-B Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2013-B Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2013-B Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2013-B Exchange Note Collection Account other than the Servicing Agreement, the 2013-B Servicing Supplement, the 2013-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each The Securities Account has been established as set forth in Section 2.01 1 above and such the Securities Accounts Account will be maintained in the manner set forth herein until termination of this Agreement. ; (b) The Securities Account constitutes a “securities account” within the meaning of Section 8-501(a) of the UCC; (c) The Securities Intermediary shall not change the name or the account number of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party).; (bd) No financial asset is or will be registered in the name of the SellerDebtor, payable to the order of the SellerDebtor’s order, or specially endorsed specifically indorsed to the SellerDebtor, except to the extent such financial asset has been endorsed indorsed to the Securities Intermediary or in blank.; (ce) This Agreement is the valid and legally binding obligation obligations of the Securities Intermediary.; and (df) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees the Securities Intermediary has agreed to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (axii) Each Securities The Account has been established as set forth in Section 2.01 1 above and such Securities Accounts will be maintained in the manner set forth herein until termination of this AgreementAgreement is terminated. The Securities Intermediary shall will not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bxiii) No financial asset credited to the Account is or will be registered in the name of the SellerLien Grantor, payable to the order of the SellerLien Grantor, or specially endorsed indorsed to the SellerLien Grantor, except to the extent unless such financial asset has been endorsed further indorsed by the Lien Grantor to the Securities Intermediary or in blank. (cxiv) This Agreement is the a valid and legally binding obligation agreement of the Securities IntermediaryIntermediary enforceable in accordance with its terms. (dxv) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other Person than the Secured Party) relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Lien Grantor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth agreed in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities 2014-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2014-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2014-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2014-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2014-A Collateral Account other than the 2014-A Servicing Supplement, the 2014-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2015-B Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2015-B Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2015-B Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2015-B Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2015-B Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2015-B Exchange Note Collection Account other than the Servicing Agreement, the 2015-B Servicing Supplement, the 2015-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the SellerIssuer, and covenants that: (a) Each Securities Account has been established as set forth in Section 2.01 and such Securities Accounts each Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the AssigneeSecured Party. The Securities Intermediary is acting hereunder in the capacity of a “securities intermediary” within the meaning of Section 8-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien 102(a)(14) of the Indenture has been released, the Initial Secured Party)UCC. (b) No financial asset carried in an Account is or will be registered in the name of the SellerIssuer, payable to the order of the SellerIssuer, or specially endorsed to the SellerIssuer, except to the extent that such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party or the Issuer, in each case to the extent provided in Section 2.03, with respect to the Accounts. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) The Securities Intermediary has at the time of this Agreement and shall continuously maintain have a place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C) is otherwise engaged in a business or other regular activity of maintaining securities accounts ; or (ii) is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United States.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities 2013-B Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2013-B Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2013-B Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2013-B Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2013-B Collateral Account other than the 2013-B Servicing Supplement, the 2013-B Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each Securities Account has The Accounts have been established as set forth in Section 2.01 1 above and such Securities Accounts each Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset is or will be registered in the name of the SellerDebtor, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or and/or any financial assets credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders (as defined in ss. 8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each The Securities Account has been established as set forth in Section 2.01 1 above and such the Securities Accounts Account will be maintained in the manner set forth herein until termination of this Agreement. ; (b) The Securities Account constitutes a “securities account” within the meaning of Section 8-501(a) of the UCC; (c) The Securities Intermediary shall not change the name or the account number of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party).; (bd) No financial asset is or will be registered in the name of the SellerDebtor, payable to the order of the SellerDebtor’s order, or specially endorsed specifically indorsed to the SellerDebtor, except to the extent such financial asset has been endorsed indorsed to the Securities Intermediary or in blank.; (ce) This Agreement is the valid and legally binding obligation obligations of the Securities Intermediary.; and (df) The There are no other agreements entered into between the Securities Intermediary and the Debtor or any other person with respect to the Securities Accounts, and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees the Securities Intermediary has agreed to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into into, and until the termination of this Agreement will not enter into, any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each a. the Securities Account has been established as set forth for in Section 2.01 Section1 above and such the Securities Accounts Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party).; (b) No b. no financial asset is or will be registered in the name of the SellerDebtor, payable to the order of the Sellerhis order, or specially endorsed to the Sellerhim, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank.; (c) This c. this Securities Account Control Agreement is the valid and legally binding obligation of the Securities Intermediary.; and (d) The d. the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in §8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.03Sections 4 and 10(a) hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each Securities Account has The Accounts have been established as set forth in Section 2.01 2 above and such Securities Accounts each Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Senior Secured Party). (b) No financial asset is or will be registered in the name of the SellerDebtor, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or and/or any financial assets credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders (as defined in ss. 8-102(a)(8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the SellerDebtor, the Assignee-Senior Secured Party or the Initial Junior Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.034 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that: (a) Each Securities covenants: • The Account has been established as set forth in Section 2.01 1 above and such Securities Accounts will be maintained in the manner set forth herein until termination of this AgreementAgreement is terminated. The Securities Intermediary shall will not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bi) No financial asset credited to the Account is or will be registered in the name of the SellerLien Grantor, payable to the order of the SellerLien Grantor, or specially endorsed indorsed to the SellerLien Grantor, except to the extent unless such financial asset has been endorsed further indorsed by the Lien Grantor to the Securities Intermediary or in blank. (cii) This Agreement is the a valid and legally binding obligation agreement of the Securities IntermediaryIntermediary enforceable in accordance with its terms. (diii) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other Person than the Secured Party) relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Lien Grantor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth agreed in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each The Securities Account has been established as set forth in Section 2.01 1 above and such the Securities Accounts Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party)Trust. (b) No financial asset is or will be registered in the name of the SellerPledgors, payable to the order of the Sellerhis order, or specially endorsed to the Sellerthem, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Securities Account Control Agreement is the valid and legally binding obligation obligations of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of the this Agreement agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Pledgors or the Initial Secured Party Trust purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities Account has been established as set forth in Section 2.01 2 above and such Securities Accounts each Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party)Trustee. (bii) No financial asset is or will be registered in the name of the SellerIssuer, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been subsequently endorsed by the Issuer to the Securities Intermediary or in blank. (ciii) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (div) The Securities Intermediary has not entered into, into and until the termination of this Agreement will not enter into, into any agreement with any other Person relating to any of the Securities Accounts or and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders of such Person. (e) . The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Issuer or the Initial Secured Party any other Person purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders originated by the Trustee as set forth in Section 2.034 hereof. (v) The Securities Intermediary agrees to comply with Part 5 of Article 8 of the UCC.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2014-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2014-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2014-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2014-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2014-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2014-A Exchange Note Collection Account other than the Servicing Agreement, the 2014-A Servicing Supplement, the 2014-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and Party, that as of the Seller, and covenants thatClosing Date: (a) Each Securities 20[__]-[_] Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 20[__]-[_] Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 20[__]-[_] Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 20[__]-[_] Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 20[__]-[_] Collateral Account other than the 20[__]-[_] Servicing Supplement, the 20[__]-[_] Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities The Account has been established as set forth in Section 2.01 1 above and such Securities Accounts will be maintained in the manner set forth herein until termination of this AgreementAgreement is terminated. The Securities Intermediary shall will not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). ---------- (3) This Schedule should list the types of investments that are Permitted Investments. (bii) No financial asset credited to the Account is or will be registered in the name of the SellerLien Grantor, payable to the order of the SellerLien Grantor, or specially endorsed indorsed to the SellerLien Grantor, except to the extent unless such financial asset has been endorsed further indorsed by the Lien Grantor to the Securities Intermediary or in blank. (ciii) This Agreement is the a valid and legally binding obligation agreement of the Securities IntermediaryIntermediary enforceable in accordance with its terms. (div) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other Person than the Secured Party) relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Lien Grantor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth agreed in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities The 2013-A Exchange Note Collection Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the 2013-A Exchange Note Collection Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 2.04 that the lien Lien of the Indenture has been releasedreleased and the 2013-A Exchange Note has been paid in full, the Initial Secured Party). (b) No financial asset Financial Asset carried in the 2013-A Exchange Note Collection Account is or will be registered in the name of the SellerInitial Secured Party, payable to the order of the SellerInitial Secured Party, or specially endorsed to the SellerInitial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.04, with respect to the 2013-A Exchange Note Collection Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.032.04. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to the 2013-A Exchange Note Collection Account other than the Servicing Agreement, the 2013-A Servicing Supplement, the 2013-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each The Securities Account has been established as set forth in Section 2.01 1 hereof and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party)Collateral Agent. (bii) No financial asset maintained by the Securities Intermediary and credited to the account is or will be registered in the name of the SellerPledgor, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (ciii) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (div) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts Account or any financial assets credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party Pledgor purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth provided in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each The Securities Intermediary is a "securities intermediary" (as defined in Section 8-102(a)(14)(ii) of the Uniform Commercial Code) and is acting in such capacity with respect to the Account. (b) The Account has been established as set forth in Section 2.01 SECTION 1 of this Agreement and such Securities Accounts will shall be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the SellerCollateral Agent, except to the extent such financial asset has been endorsed to as a result of computer system or accounting changes affecting accounts of the Securities Intermediary or generally (in blankwhich case the Securities Intermediary shall provide prompt notice of such change to the Collateral Agent and the Company). (c) This Agreement is the legal, valid and legally binding obligation of the Securities IntermediaryIntermediary enforceable against the Securities Intermediary in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (d) The Securities Intermediary has not entered into, and hereby agrees that until the termination of this Agreement will Agreement, it shall not enter into, any agreement with any other Person (other than the Collateral Agent) relating to any of the Securities Accounts or Account (and/or any financial assets credited thereto thereto) pursuant to which it agrees the Securities Intermediary has agreed or would agree, as the case may be, to comply with entitlement orders of made by such Person. (e) . The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Company or the Initial Secured Party any other Person purporting to limit or condition the obligation of or the Securities Intermediary to comply with entitlement orders as set forth in Section 2.03this Agreement.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each The Securities Account has been established as set forth in Section 2.01 1 above and such the Securities Accounts Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party).; (b) No financial asset is or will be registered in The Securities Account constitutes a "securities account" within the name meaning of Section 8-501(a) of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank.UCC; (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary.; (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees the Securities Intermediary has agreed to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033 hereof; and (e) The Securities Intermediary will provide monthly statements concerning the Securities Account to the Debtor and the Secured Party.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities The Account has been established as set forth in Section 2.01 1 above and such Securities Accounts will be maintained in the manner set forth herein until termination of this AgreementAgreement is terminated. The Securities Intermediary shall will not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bii) No financial asset credited to the Account is or will be registered in the name of the SellerGrantor, payable to the order of the SellerGrantor, or specially endorsed indorsed to the SellerGrantor, except to the extent unless such financial asset has been endorsed further indorsed by the Grantor to the Securities Intermediary or in blank. (ciii) This Agreement is the a valid and legally binding obligation agreement of the Securities IntermediaryIntermediary enforceable in accordance with its terms. (div) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other Person than the Secured Party) relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Grantor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth agreed in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the SellerTrust, and covenants that: (a) Each Securities The Reserve Account has been established as set forth in Section 2.01 and such Securities Accounts the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Reserve Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset carried in the Reserve Account is or will be registered in the name of the SellerTrust, payable to the order of the SellerTrust, or specially endorsed to the SellerTrust, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party to the extent provided in Section 2.03, with respect to the Reserve Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Trust or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to each of the Assignee-Secured Party, the Initial Secured Party and the SellerIssuing Entity, and covenants that: (a) Each Securities The Reserve Account has been established as set forth in Section 2.01 and such Securities Accounts the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Reserve Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset carried in the Reserve Account is or will be registered in the name of the SellerIssuing Entity, payable to the order of the SellerIssuing Entity, or specially endorsed to the SellerIssuing Entity, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary, enforceable against the Securities Intermediary in accordance with its terms. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party to the extent provided in Section 2.03, with respect to the Reserve Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Issuing Entity or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03.. ARTICLE FOUR

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities Account has The Designated Accounts have been established as set forth in Section 2.01 1 hereof and such Securities Accounts each Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement. The Securities Intermediary shall not change the name or account number of any Securities Designated Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party)Administrative Agent. (bii) No financial asset constituting Investment Collateral is or will be registered in the name of the SellerGrantor, payable to the its order of the Seller, or specially endorsed indorsed to the Sellerit, except to the extent such financial asset has been endorsed indorsed to the Securities Intermediary or in blank. (ciii) This Control Agreement is the valid and legally binding obligation of the Securities Intermediary. (div) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, into any agreement with any other Person pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) with respect to financial assets credited to any Designated Account. Until the termination of this Control Agreement the Securities Intermediary will not, without the written approval of the Grantor and the Administrative Agent, enter into any agreement with any Person pursuant to which it agrees to comply with entitlement orders with respect to Investment Collateral. Until the termination of this Control Agreement, the Securities Intermediary will not, without the written approval of the Grantor and the Administrative Agent (which shall not be unreasonably withheld), enter into any agreement with any Person relating to any of the Securities Accounts Designated Account or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders of such Person. (ev) The Securities Intermediary is a "securities intermediary" as defined in Article 8-102(a)(14) of the UCC. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Grantor or the Initial Secured Party Administrative Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to financial assets credited to any Designated Account as set forth in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the SellerTrust, and covenants that: (a) Each Securities The Reserve Account has been established as set forth in Section 2.01 and such Securities Accounts the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Reserve Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset carried in the Reserve Account is or will be registered in the name of the SellerTrust, payable to the order of the SellerTrust, or specially endorsed to the SellerTrust, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personany Person other than the Secured Party to the extent provided in Section 2.03, with respect to the Reserve Account. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Trust or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03.. Control Agreement ARTICLE FOUR

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities 2015-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2015-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2015-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2015-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2015-A Collateral Account other than the 2015-A Servicing Supplement, the 2015-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities The Account has been established as set forth in Section 2.01 1 above and such Securities Accounts will be maintained in the manner set forth herein until termination of this AgreementAgreement is terminated. The Securities Intermediary shall will not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bii) No financial asset credited to the Account is or will be registered in the name of the SellerLien Grantor, payable to the order of the SellerLien Grantor, or specially endorsed indorsed to the SellerLien Grantor, except to the extent unless such financial asset has been endorsed further indorsed by the Lien Grantor to the Securities Intermediary or in blank. (ciii) This Agreement is the a valid and legally binding obligation agreement of the Securities Intermediary. (div) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other Person than the Secured Party) relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Lien Grantor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth agreed in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to makes the Assignee-Secured Partyfollowing representations, the Initial Secured Party and the Seller, warranties and covenants and agrees that: (a) Each the Securities Account has Accounts have been established as set forth in Section 2.01 1 of this Agreement and such Securities Accounts will be maintained in the manner set forth herein until the termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party).; (b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This this Agreement is the legal, valid and legally binding obligation of the Securities Intermediary.; (c) the Securities Intermediary is a “securities intermediary” within the meaning of Section 8-102(a) of the UCC and, to the extent any Securities Account is determined to be a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), the Bank is a “bank” (within the meaning of Section 9-102(a)(8) of the UCC); (d) The the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Debtor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders or instructions as set forth in Section 3 hereof; (e) except for the Loan Funding and Servicing Agreement, there are no other agreements entered into between the Securities Intermediary, the Debtor and the Servicer with respect to the Securities Accounts; and (f) the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders Entitlement Orders or instructions of such other Person. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.03.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each Securities The Designated Account has been established as set forth in Section 2.01 1 hereof and such Securities Accounts the Designated Account will be maintained in the manner set forth herein and in the Security Agreement until termination of this Control Agreement and the Security Agreement. The Securities Intermediary shall not change the name or account number of any Securities the Designated Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party)Trustee. (b) No financial asset constituting Collateral is or will be registered in the name of the Sellerapplicable Pledgor Party, payable to the its order of the Seller, or specially endorsed indorsed to the Sellerit, except to the extent such financial asset has been endorsed indorsed to the Securities Intermediary (or its nominee) or in blank. (c) This Control Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, into any agreement with any other Person pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) with respect to the financial assets credited to the Designated Account, except for the Security Agreement. Until the termination of this Control Agreement and the Security Agreement, the Securities Intermediary will not, without the written approval of the Trustee, enter into any agreement with any Person relating to any of the Securities Accounts Designated Account or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders of such Person, except for the Security Agreement. (e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Pledgor Parties or the Initial Secured Party Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to financial assets credited to the Designated Account as set forth in Section 2.033 hereof other than the Security Agreement.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities 2017-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2017-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2017-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2017-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2017-A Collateral Account other than the 2017-A Servicing Supplement, the 2017-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that: (a) Each Securities Account has Accounts have been established as set forth in Section 2.01 1 above and such the Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. ; (b) Wilmington Trust, National Association is, and shall remain for the term of this Agreement, a “securities intermediary” as defined within the meaning of Section 8- 102(a)(14) of the UCC and shall treat each of Securities Accounts as a “securities account” within the meaning of Section 8-501(a) of the UCC; (c) The Securities Intermediary shall not change the name or the account number of any of the Securities Account Accounts without the prior written consent of the Assignee-Secured Party (or, after receipt of and prior written notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. Debtor; (cd) This Agreement is the valid and legally binding obligation obligations of the Securities Intermediary. ; (de) No agreement, within the meaning of Section 357.11(b)(1) of the Treasury Regulations (or substantially similar provisions in other Federal Regulations) or Section 8- 110(e)(1) or Section 9-305 of the Uniform Commercial Code in respect of the Securities Accounts or any of such Collateral provides that a jurisdiction other than the State of New York is the jurisdiction of the Securities Intermediary for purposes of Article 8 or Article 9 of the Uniform Commercial Code; (f) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or and/or any financial assets asset credited thereto pursuant to which it agrees the Securities Intermediary has agreed to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033 hereof; and (g) The Securities Intermediary has one or more offices in the United States that will administer the Securities Accounts.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each Securities The Account has been established as set forth in Section 2.01 and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement1 above. The Securities Intermediary shall will not change the name or account number of any Securities the Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (bii) No financial asset credited to the Account is or will be registered in the name of the SellerGrantor, payable to the order of the SellerGrantor, or specially endorsed indorsed to the SellerGrantor, except to the extent unless such financial asset has been endorsed further indorsed by the Grantor to the Securities Intermediary or in blank. (ciii) This Agreement is the a valid and legally binding obligation agreement of the Securities IntermediaryIntermediary enforceable in accordance with its terms. (div) The Securities Intermediary has not entered into, and until the termination of this Agreement will not not, without the consent of the Secured Party, enter into, any agreement with any other Person person (other than the Secured Party and the Grantor) relating to any of the Securities Accounts or Account and/or any financial assets asset credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Grantor or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth agreed in Section 2.033 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (ai) Each The Securities Account has been established as set forth in Section 2.01 1 above and such the Securities Accounts Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any the Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party). (b) Escrow Agent. No financial asset credited to the Securities Account is or will be registered in the name of the SellerDebtor, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) . This Securities Account Control Agreement is the a valid and legally binding obligation of the Securities Intermediary. (dii) The Securities Intermediary has not entered into, and until the termination of this Agreement agreement, will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or Account and/or any financial assets credited thereto pursuant to which it agrees has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such Person. (e) person, other than the Escrow Agent. The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party Debtor or the Initial Secured Party Escrow Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.033 hereof. The Securities Intermediary is a "securities intermediary" as defined in Section 8-102(a)(14) of the UCC and is acting in such capacity hereunder.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents makes the following representations, warranties and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants thatcovenants: (a) Each Securities Account has The Accounts have been established as set forth in Section 2.01 2 above and such Securities Accounts each Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Senior Secured Party). (b) No financial asset is or will be registered in the name of the SellerDebtor, payable to the order of the Sellerits order, or specially endorsed to the Sellerit, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement agreement will not enter into, any agreement with any other Person person relating to any of the Securities Accounts or and/or any financial assets credited thereto pursuant to which it agrees has agreed, or will agree, to comply with entitlement orders (as defined in Section 8-102(a) (8) of the UCC) of such Person. (e) person. The Securities Intermediary has not entered into any other agreement with the SellerDebtor, the Assignee-Senior Secured Party or the Initial Junior Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.034 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to to, and covenants for the benefit of, the Assignee-Secured Party, Party and the Initial Secured Party and the SellerParty, and covenants that: (a) Each Securities 2013-A Collateral Account has been established as set forth in Section 2.01 2.01(i) and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities 2013-A Collateral Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien Lien of the Indenture has been releasedreleased and all Issuer Obligations have been paid, the Initial Secured Party). (b) No financial asset Financial Asset carried in any 2013-A Collateral Account is or will be registered in the name of the SellerTransferor or the Initial Secured Party, payable to the order of the SellerTransferor or the Initial Secured Party, or specially endorsed to the SellerTransferor or the Initial Secured Party, except to the extent such financial asset Financial Asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders Entitlement Orders of such Personthe Transferor or any other Person other than the Assignee-Secured Party or the Initial Secured Party, in each case to the extent provided in Section 2.03, with respect to each 2013-A Collateral Account. (e) The Securities Intermediary has not entered into any other agreement with the SellerTransferor, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders Entitlement Orders as set forth in Section 2.03. (f) There are no other agreements entered into between the Securities Intermediary and the Initial Secured Party with respect to any 2013-A Collateral Account other than the 2013-A Servicing Supplement, the 2013-A Exchange Note Supplement or the Indenture. (g) The Securities Intermediary in the ordinary course of its business maintains “securities accounts” (as defined in Section 8-501 of the UCC) for others and is acting in that capacity hereunder.