Common use of Securities Intermediary Clause in Contracts

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersSecured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Securities Intermediary. Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. (a) The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by appoints the Securities Intermediary as the securities intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination purposes of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this IndentureAgreement, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures hereby accepts such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Assetappointment. (iib) The Securities Intermediary hereby confirms represents and warrants that (A) it is, as of the date hereof, and covenants that it shall remain, a banking corporation that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary agrees with the parties hereto that each Trust Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertakes to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary agrees with the parties hereto that each item of property credited to each Account shall be treated as a financial asset. The Securities Intermediary agrees with the parties hereto that, for purposes of the UCC and the United States Regulations, the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Class A Defeasance Collateral shall be the State of New York. The Securities Intermediary represents and warrants that it is not, as of the date hereof, and covenants that it shall not be, a party to any Financial Asset agreement that is inconsistent with the provisions of this Agreement. The Securities Intermediary covenants that it will not take any action inconsistent with the provisions of this Agreement. The Securities Intermediary agrees with the parties hereto that any item of property credited to any Trust AccountAccount shall not be subject to any security interest, (B) any portion lien, encumbrance or right of setoff in favor of the Trust Estate in respect Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Trustee). (c) The parties hereto intend that each Account shall be a securities account of the Trustee and not an account of the Seller or any Trust Account will be promptly credited other person or entity. Nonetheless, for the avoidance of doubt, the Securities Intermediary agrees with the parties hereto that (i) it shall comply with entitlement orders originated by the Trustee without further consent by the Seller or any other person or entity and (ii) it shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by any person or entity other than the Trustee. In accordance with clause (ii) above, but at all times revocable under and otherwise subject to the first sentence of this paragraph and clause (i) above, the Trustee hereby authorizes the Securities Intermediary to such accountcomply with investment instructions originated by the Seller (or the Servicer as its agent) in accordance with Section 3 or 4 of this Agreement, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited hereby agrees to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of comply with such Personsinvestment instructions. (iiid) If at Nothing herein shall imply or impose upon the Securities Intermediary any time duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall receive an Entitlement Order be entitled to all of the protections available to a securities intermediary under the UCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature. (e) Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Indenture Trustee directing transfer Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary under this Agreement, without the execution or redemption filing of any Financial Asset relating to any Trust Accountfurther act on the part of the parties hereto or such Securities Intermediary or such successor corporation. Promptly following such a merger, conversion or consolidation, the Securities Intermediary shall comply with give notice of such Entitlement Order without further consent by event to each of the Issuer or parties hereto and to each Rating Agency. (f) The Securities Intermediary represents and warrants that it is, as of the Administrator or any other Persondate hereof, an Eligible Institution. If the Securities Intermediary at any time fails to qualify as an Eligible Institution, the Indenture Trustee notifies shall, within ten Business Days, appoint a successor Securities Intermediary, which shall be made a party to this Agreement, and shall cause the Accounts to be established and maintained with such successor Securities Intermediary in writing accordance with this Agreement; provided, however, that this Indenture has been discharged in accordance herewith, then thereafter if the responsibilities and duties of the retiring Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest remain in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest effect until all of the Indenture Trustee. The Financial Assets and Security Entitlements Class A Defeasance Collateral credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the held by such retiring Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order transferred to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the such successor Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writingIntermediary.

Securities Intermediary. The Issuer Xxxxx Fargo, hereby undertakes and agrees to act as “securities intermediary” (as such term is defined in Section 8-102 (a)(14) of the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, Uniform Commercial Code as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time effect in the Trust Accounts will continue State of New York (the “New York UCC”)). In such capacity (Xxxxx Fargo, in such capacity being herein sometimes referred to be held by as the “Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination Intermediary”) and in accordance with Section 3.01 of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust AccountsAgreement, the Securities Intermediary has established the Spread Account. The Securities Intermediary represents, warrants, acknowledges and agrees that: (A1) with respect to any portion It shall not change the name or account number of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to Spread Account without the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further prior written consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect theretoCollateral Agent; (B2) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all All securities or other property underlying any Financial Assets financial assets deposited in or credited to any Trust the Spread Account shall be registered in the name of the Securities Intermediary, endorsed to Intermediary or the Securities Intermediary Collateral Agent or in blank or credited to another securities account or accounts maintained in the name of the Securities Intermediary, and in no case will shall any Financial Asset financial asset deposited in or credited to any Trust the Spread Account be registered in the name of the Issuer or the Administrator, payable Seller except to the order extent the foregoing have been specially indorsed to the Securities Intermediary in blank; (3) All property delivered to the Securities Intermediary pursuant to this Agreement for deposit in or credit to the Spread Account shall be promptly credited to the Spread Account; (4) The Spread Account is a “securities account” as such term is defined in Section 8-501(a) of the Issuer New York UCC, and the Securities Intermediary agrees that each item of property (whether investment property, financial asset, security, instrument or cash) deposited in or credited to the Administrator Spread Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC and that, subject to the terms of this Agreement, the Securities Intermediary will treat the Collateral Agent as entitled to exercise the rights that comprise any financial asset deposited in or specially endorsed credited to any of such Persons.Account; and (iii5) If at any time the Securities Intermediary shall receive an Entitlement Order any order from the Indenture Trustee Collateral Agent directing transfer or redemption of any Financial Asset financial asset relating to any Trust the Spread Account, the Securities Intermediary shall comply with such Entitlement Order entitlement order without further consent by the Issuer or the Administrator Seller or any other Personperson. If at Without limiting the generality of Section 8.11 of this Agreement, the parties agree that both this Agreement and the Spread Account shall be governed by the laws of the State of New York. Regardless of any time provision in any other agreement, for purposes of the Indenture Trustee notifies New York UCC, New York shall be deemed to be the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if Intermediary’s jurisdiction and the Securities Intermediary Spread Account (as well as all of the securities entitlements related thereto) shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent be governed by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest laws of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor State of any Person other than the Indenture Trustee in the case of the Trust AccountsNew York. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and (a) There shall at all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in times be one or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has more “controlsecurities intermediaries” (as defined in the UCC) appointed by the Collateral Custodian for purposes of this Agreement (the “Securities Intermediary”); and (D) it will use reasonable efforts to promptly notify . The Collateral Custodian hereby appoints Wxxxx Fargo Bank, National Association at its Corporate Trust Office as the Indenture Trustee initial Securities Intermediary hereunder and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to holdWxxxx Fargo Bank, transfer or deal with National Association hereby accepts such Financial Assetappointment. (iib) The Securities Intermediary shall be, and the initial Securities Intermediary hereunder hereby confirms represents and warrants that (A) each Trust it is as of the date hereof and shall be for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that the Securities Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertake to the terms of this Indenture treat the Indenture Trustee Collateral Custodian as entitled to exercise the rights that comprise any Financial Asset such financial assets. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that each item of property credited to any Trust Accountthe Securities Account shall be treated as a “financial asset” as defined in the UCC. The Securities Intermediary shall, (B) any portion and the initial Securities Intermediary does, agree and acknowledge that the “securities intermediary’s jurisdiction” for purpose of the Trust Estate in respect UCC of any Trust Account will be promptly credited by the Securities Intermediary with respect to such accountthe Collateral shall be the State of New York. The Securities Intermediary shall, and the initial Securities Intermediary does, represent and covenant that it is not and will not be (Cas long as it is the Securities Intermediary hereunder) all securities or other a party to any agreement that is inconsistent with the provisions of this Agreement. The Securities Intermediary shall, and the initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Agreement applicable to it. The Securities Intermediary shall, and the initial Securities Intermediary does, agree that any item of property underlying any Financial Assets credited to any Trust the Securities Account shall not be registered subject to any security interest, lien, encumbrance, or right of setoff in the name favor of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of anyone claiming through the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in Intermediary (other than the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such PersonsCollateral Custodian). (iiic) If at any time It is the intent of the Collateral Custodian and the Seller that the Securities Account shall be a securities account of the Collateral Custodian and not an account of the Seller. Nonetheless, (i) the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating agree to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order entitlement orders originated by the Collateral Custodian without further consent by the Issuer or the Administrator Seller or any other Person. If at any time person or entity, and (ii) the Indenture Trustee notifies initial Securities Intermediary agrees that for so long as it is the Securities Intermediary in writing that this Indenture has been discharged in accordance herewithhereunder, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall it will comply with such Entitlement Order entitlement orders originated by the Collateral Custodian without further consent by the Indenture Trustee Seller or any other Personperson or entity. The Securities Intermediary shall covenant that it will not agree with any person or entity other than the Collateral Custodian that it will comply with entitlement orders originated by any person or entity other than the Collateral Custodian, and the initial Securities Intermediary hereby covenants that, for so long as it is the Securities Intermediary hereunder, it will not agree with any person or entity other than the Collateral Custodian that it will comply with entitlement orders originated by any person or entity other than the Collateral Custodian. (ivd) In the event that Nothing herein shall imply or impose upon the Securities Intermediary has any duties or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person obligations other than those expressly set forth herein and those applicable to a securities intermediary under the Indenture Trustee in the case of the Trust Accounts. UCC (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect shall be entitled to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy all of the Issuerprotections available to a securities intermediary under the UCC). Without limiting the foregoing, the Administrator nothing herein shall imply or the Receivables Seller nor by the lapse of time. The obligations of impose upon the Securities Intermediary hereunder shall continue in effect until any duties of a fiduciary nature (such as, without limitation, the interest fiduciary duties of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writingCollateral Custodian hereunder).

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersSecured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Securities Intermediary. Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement (other than any Consent) now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersSecured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Securities Intermediary. Deutsche Bank National Trust Company hereby Xxxxx Fargo Bank, N.A. xxxxxx accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s 's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s 's rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s 's lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and (a) There shall at all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in times be one or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has more “controlsecurities intermediaries” (as defined in the UCC) appointed by the Collateral Custodian for purposes of this Agreement (the “Securities Intermediary”); and (D) it will use reasonable efforts to promptly notify . The Collateral Custodian hereby appoints Xxxxx Fargo Bank, National Association at its Corporate Trust Office as the Indenture Trustee initial Securities Intermediary hereunder and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to holdXxxxx Fargo Bank, transfer or deal with National Association hereby accepts such Financial Assetappointment. (iib) The Securities Intermediary shall be, and the initial Securities Intermediary hereunder hereby confirms represents and warrants that (A) each Trust it is as of the Closing Date and shall be for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that the Securities Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertake to the terms of this Indenture treat the Indenture Trustee Collateral Custodian as entitled to exercise the rights that comprise any Financial Asset such financial assets. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that each item of property credited to any Trust Accountthe Securities Account shall be treated as a “financial asset” as defined in the UCC. The Securities Intermediary shall, (B) any portion and the initial Securities Intermediary does, agree and acknowledge that the “securities intermediary’s jurisdiction” for purpose of the Trust Estate in respect UCC of any Trust Account will be promptly credited by the Securities Intermediary with respect to such accountthe Collateral shall be the State of New York. The Securities Intermediary shall, and the initial Securities Intermediary does, represent and covenant that it is not and will not be (Cas long as it is the Securities Intermediary hereunder) all securities or other a party to any agreement that is inconsistent with the provisions of this Agreement. The Securities Intermediary shall, and the initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Agreement applicable to it. The Securities Intermediary shall, and the initial Securities Intermediary does, agree that any item of property underlying any Financial Assets credited to any Trust the Securities Account shall not be registered subject to any security interest, lien, encumbrance, or right of setoff in the name favor of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of anyone claiming through the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in Intermediary (other than the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such PersonsCollateral Custodian). (iiic) If at any time It is the intent of the Collateral Custodian and the Seller that the Securities Account shall be a securities account of the Collateral Custodian and not an account of the Seller. Nonetheless, (i) the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating agree to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order entitlement orders originated by the Collateral Custodian without further consent by the Issuer or the Administrator Seller or any other Person. If at any time person or entity, and (ii) the Indenture Trustee notifies initial Securities Intermediary agrees that for so long as it is the Securities Intermediary in writing that this Indenture has been discharged in accordance herewithhereunder, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall it will comply with such Entitlement Order entitlement orders originated by the Collateral Custodian without further consent by the Indenture Trustee Seller or any other Personperson or entity. The Securities Intermediary shall covenant that it will not agree with any person or entity other than the Collateral Custodian that it will comply with entitlement orders originated by any person or entity other than the Collateral Custodian, and the initial Securities Intermediary hereby covenants that, for so long as it is the Securities Intermediary hereunder, it will not agree with any person or entity other than the Collateral Custodian that it will comply with entitlement orders originated by any person or entity other than the Collateral Custodian. (ivd) In the event that Nothing herein shall imply or impose upon the Securities Intermediary has any duties or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person obligations other than those expressly set forth herein and those applicable to a securities intermediary under the Indenture Trustee in the case of the Trust Accounts. UCC (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as, without limitation, the fiduciary duties of the Collateral Custodian hereunder). (e) The Securities Intermediary may at any time resign by notice to the Collateral Custodian and may at any time be removed by notice from the Collateral Custodian; provided however that it will not enter shall be the responsibility of the Collateral Custodian to appoint a successor Securities Intermediary and to cause the Securities Account to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof; and the responsibilities and duties of the retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral credited to the Securities Account held by such retiring Securities Intermediary have been transferred to such successor. Any corporation into any agreement with, which the Issuer, the AdministratorSecurities Intermediary may be merged or converted or with which it may be consolidated, or any other Person (other than corporation resulting from any merger, consolidation or conversion to which the Indenture Trustee) with respect to any Trust Account. In Securities Intermediary shall be a party, shall be the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations successor of the Securities Intermediary hereunder shall continue in effect until hereunder, without the interest execution or filing of any further act on the part of the Indenture Trustee in the Trust Accounts and in parties hereto or such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of or such termination in writingsuccessor corporation.

Securities Intermediary. (a) The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by appoints the Securities Intermediary as the securities intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination purposes of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this IndentureAgreement, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures hereby accepts such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Assetappointment. (iib) The Securities Intermediary hereby confirms represents and warrants that (A) it is, as of the date hereof, and covenants that it shall remain, a banking corporation that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary agrees with the parties hereto that each Trust Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertakes to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary agrees with the parties hereto that each item of property credited to each Account shall be treated as a financial asset. The Securities Intermediary agrees with the parties hereto that, for purposes of the UCC and the United States Regulations, the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Defeasance Collateral shall be the State of New York. The Securities Intermediary represents and warrants that it is not, as of the date hereof, and covenants that it shall not be, a party to any Financial Asset agreement that is inconsistent with the provisions of this Agreement. The Securities Intermediary covenants that it will not take any action inconsistent with the provisions of this Agreement. The Securities Intermediary agrees with the parties hereto that any item of property credited to any Trust AccountAccount shall not be subject to any security interest, (B) any portion lien, encumbrance or right of setoff in favor of the Trust Estate in respect Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Trustee). (c) The parties hereto intend that each Account shall be a securities account of the Trustee and not an account of the Seller or any Trust Account will be promptly credited other person or entity. Nonetheless, for the avoidance of doubt, the Securities Intermediary agrees with the parties hereto that (i) it shall comply with entitlement orders originated by the Trustee without further consent by the Seller or any other person or entity and (ii) it shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by any person or entity other than the Trustee. In accordance with clause (ii) above, but at all times revocable under and otherwise subject to the first sentence of this paragraph and clause (i) above, the Trustee hereby authorizes the Securities Intermediary to such accountcomply with investment instructions originated by the Seller (or the Servicer as its agent) in accordance with Section 3 or 4 of this Agreement, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited hereby agrees to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of comply with such Personsinvestment instructions. (iiid) If at Nothing herein shall imply or impose upon the Securities Intermediary any time duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall receive an Entitlement Order be entitled to all of the protections available to a securities intermediary under the UCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature. (e) Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Indenture Trustee directing transfer Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary under this Agreement, without the execution or redemption filing of any Financial Asset relating to any Trust Accountfurther act on the part of the parties hereto or such Securities Intermediary or such successor corporation. Promptly following such a merger, conversion or consolidation, the Securities Intermediary shall comply with give notice of such Entitlement Order without further consent by event to each of the Issuer or parties hereto and to each Rating Agency. (f) The Securities Intermediary represents and warrants that it is, as of the Administrator or any other Persondate hereof, an Eligible Institution. If the Securities Intermediary at any time fails to qualify as an Eligible Institution, the Indenture Trustee notifies shall, within ten Business Days, appoint a successor Securities Intermediary, which shall be made a party to this Agreement, and shall cause the Accounts to be established and maintained with such successor Securities Intermediary in writing accordance with this Agreement; provided, however, that this Indenture has been discharged in accordance herewith, then thereafter if the responsibilities and duties of the retiring Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest remain in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest effect until all of the Indenture Trustee. The Financial Assets and Security Entitlements Defeasance Collateral credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the held by such retiring Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order transferred to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the such successor Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writingIntermediary.

Securities Intermediary. (a) Limitation of the Securities Intermediary's Liability, ------------------------------------------------------ Responsibilities of the Securities Intermediary. The Issuer Securities Intermediary's ----------------------------------------------- responsibility and liability under this Agreement shall be limited as follows: (i) the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect does not represent, warrant or guaranty to the Trust Accounts. The Security Entitlements and all Financial Assets credited to holders of the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property Notes from time to time deposited in the performance of the Company and FLN Finance; (ii) the Securities Intermediary shall have no responsibility to the Company, FLN Finance or credited to such account and all proceeds thereof, held the holders of the Notes or the Trustee from time to time in the Trust Accounts will continue to be held as a consequence of performance or non-performance by the Securities Intermediary hereunder, except for the Indenture Trustee for the benefit any negligence, bad faith or willful misconduct of the Noteholders. Upon Securities Intermediary; (iii) the termination Company shall remain solely responsible for all aspects of this Indenture, the Indenture Trustee shall inform Company's business and conduct; and (iv) the Securities Intermediary is not obligated to supervise, inspect or inform the Company, FLN Finance or any third party of such terminationany matter referred to above. By acceptance of their Notes No implied covenants or interests therein, the Noteholders and all beneficial owners of Notes obligations shall be deemed to have appointed Deutsche Bank National Trust Company, as inferred from this Agreement against the Securities Intermediary, nor shall the Securities Intermediary be bound by the provisions of any agreement beyond the specific terms hereof. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of Specifically and without limiting the Trust Estate that is credited to the Trust Accountsforegoing, the Securities Intermediary agrees that: shall in no event have any liability for any loss, fee, tax or other charge in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Marketable Securities held by it hereunder, including, without limitation, any liability for any delay not resulting from negligence, bad faith or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Securities Intermediary shall be entitled to rely upon any judicial order or judgment, upon any opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company, FLN Finance or the Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Securities Intermediary may act in reliance upon any instrument comporting with the provisions of this Agreement or signature reasonably believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. At any time the Securities Intermediary may request in writing an instruction in writing from the Company or FLN Finance and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that the Securities -------- ------- Intermediary shall state in such request that it believes in good faith that such proposed course of action is consistent with another identified provision of this Agreement. The Securities Intermediary shall not be liable to the Company or FLN Finance for acting without the Company's or FLN Finance's consent in accordance with such a proposal on or after the date specified therein if (Ai) the specified date is at least two Business Days after the Company or FLN Finance receives the Securities Intermediary's request for instructions and its proposed course of action, and (ii) prior to so acting, the Securities Intermediary has not received the written instructions requested from the Company or FLN Finance. The Securities Intermediary shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Agreement with respect to any portion of funds or property deposited hereunder, the Trust Estate that is held in deposit accounts, each such deposit account Securities Intermediary shall be subject entitled to the security interest granted pursuant refuse to this Indenturecomply with any and all claims, demands or instructions with respect to such funds or property, and the Securities Intermediary shall not be or become liable for its failure or refusal to comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise conflicting claims, demands or instructions. The Securities Intermediary shall be subject entitled to refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agree ment between the exclusive custody and control of conflicting claimants as evidenced in a writing, satisfactory to the Securities Intermediary, and or the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that received security or an indemnity satisfactory to the Securities Intermediary agrees sufficient to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, save the Securities Intermediary harmless from and against any and all loss, liability or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over expense which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation may incur by reason of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) its acting. The Securities Intermediary hereby confirms that (A) each Trust Account is may in addition elect in its sole option to commence an account to which Financial Assets are interpleader action or may be credited, and seek other judicial relief or orders as the Securities Intermediary shall, subject to the terms may deem necessary. No provision of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by Agreement shall require the Securities Intermediary to such account, and (C) all securities expend or other property underlying risk its own funds or otherwise incur any Financial Assets credited to any Trust Account shall be registered financial liability in the name performance of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Personsits duties hereunder. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyBank, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersSecured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyBank, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer Depositor and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, [Trustee] as Securities Intermediary with respect to the Certificate Account and the Reserve Account (individually, a "Trust Account," and collectively, the "Trust Accounts"). The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersCertificateholders. Upon the termination of this Indenturethe Trust, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes Certificates or interests therein, the Noteholders and all beneficial owners of Notes Certificateholders shall be deemed to have appointed Deutsche Bank National Trust Company, [Trustee] as Securities Intermediary. Deutsche Bank National Trust Company [Trustee] hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate Fund that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate Fund that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate Fund that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s 's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC)Control; and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer Depositor if any other Person claims that it has a property interest in a Financial Asset in any either Trust Account and that it is a violation of that Person’s 's rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture Agreement, treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate Fund in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the AdministratorDepositor, payable to the order of the Issuer or the Administrator Depositor or specially endorsed to any of such Personsthe Depositor. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator Depositor or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture the Trust has been discharged terminated in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer Depositor directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Trust Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Trust Accounts will not be subject to deduction, set-off, banker’s 's lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts (except that the Securities Intermediary may set-off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Trust Accounts, and (ii) the face amount of any checks which have been credited to any Trust Account but are subsequently returned unpaid because of uncollected or insufficient funds). (v) There are no other agreements entered into between the Securities Intermediary in such capacity, capacity and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the AdministratorDepositor, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture Agreement (or any provision of this IndentureAgreement) and any other agreement now existing or hereafter entered into, the terms of this Indenture Agreement shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not neither be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller Depositor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture Agreement and the Indenture Trustee has notified the Securities Intermediary of such termination in writing; and (vii) Notwithstanding the foregoing, the Trustee shall have the power to make withdrawals and distributions from the Trust Accounts for the purpose of permitting Trustee to carry out its respective duties hereunder or permitting the Trustee to carry out its duties hereunder.

Securities Intermediary. (a) The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by appoints the Securities Intermediary as the securities intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination purposes of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this IndentureAgreement, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures hereby accepts such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Assetappointment. (iib) The Securities Intermediary hereby confirms represents and warrants that (A) it is, as of the date hereof, and covenants that it shall remain, a banking corporation that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary agrees with the parties hereto that each Trust Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertakes to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary agrees with the parties hereto that each item of property credited to each Account shall be treated as a financial asset. The Securities Intermediary agrees with the parties hereto that, for purposes of the UCC and the United States Regulations, the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Class B Defeasance Collateral shall be the State of New York. The Securities Intermediary represents and warrants that it is not, as of the date hereof, and covenants that it shall not be, a party to any Financial Asset agreement that is inconsistent with the provisions of this Agreement. The Securities Intermediary covenants that it will not take any action inconsistent with the provisions of this Agreement. The Securities Intermediary agrees with the parties hereto that any item of property credited to any Trust AccountAccount shall not be subject to any security interest, (B) any portion lien, encumbrance or right of setoff in favor of the Trust Estate in respect Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Trustee). (c) The parties hereto intend that each Account shall be a securities account of the Trustee and not an account of the Seller or any Trust Account will be promptly credited other person or entity. Nonetheless, for the avoidance of doubt, the Securities Intermediary agrees with the parties hereto that (i) it shall comply with entitlement orders originated by the Trustee without further consent by the Seller or any other person or entity and (ii) it shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by any person or entity other than the Trustee. In accordance with clause (ii) above, but at all times revocable under and otherwise subject to the first sentence of this paragraph and clause (i) above, the Trustee hereby authorizes the Securities Intermediary to such accountcomply with investment instructions originated by the Seller (or the Servicer as its agent) in accordance with Section 3 or 4 of this Agreement, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited hereby agrees to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of comply with such Personsinvestment instructions. (iiid) If at Nothing herein shall imply or impose upon the Securities Intermediary any time duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall receive an Entitlement Order be entitled to all of the protections available to a securities intermediary under the UCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature. (e) Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Indenture Trustee directing transfer Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary under this Agreement, without the execution or redemption filing of any Financial Asset relating to any Trust Accountfurther act on the part of the parties hereto or such Securities Intermediary or such successor corporation. Promptly following such a merger, conversion or consolidation, the Securities Intermediary shall comply with give notice of such Entitlement Order without further consent by event to each of the Issuer or parties hereto and to each Rating Agency. (f) The Securities Intermediary represents and warrants that it is, as of the Administrator or any other Persondate hereof, an Eligible Institution. If the Securities Intermediary at any time fails to qualify as an Eligible Institution, the Indenture Trustee notifies shall, within ten Business Days, appoint a successor Securities Intermediary, which shall be made a party to this Agreement, and shall cause the Accounts to be established and maintained with such successor Securities Intermediary in writing accordance with this Agreement; provided, however, that this Indenture has been discharged in accordance herewith, then thereafter if the responsibilities and duties of the retiring Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest remain in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest effect until all of the Indenture Trustee. The Financial Assets and Security Entitlements Class B Defeasance Collateral credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the held by such retiring Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order transferred to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the such successor Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writingIntermediary.

Securities Intermediary. The Issuer and (a) There shall at all times be one or more securities intermediaries appointed for purposes of this Indenture (the Indenture Trustee hereby appoint Deutsche “Securities Intermediary”). U.S. Bank National Trust Company, Association is hereby appointed as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenturehereunder, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche U.S. Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby Association accepts such appointment as Securities Intermediaryappointment. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (iib) The Securities Intermediary shall be, and U.S. Bank National Association as Securities Intermediary hereby confirms represents and warrants that (A) it is as of the date hereof and shall be, for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary shall, and U.S. Bank National Association as Securities Intermediary does, agree with the parties hereto that each Trust Issuer Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertake to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary shall, and U.S. Bank National Association as Securities Intermediary does, agree with the parties hereto that each item of property credited to each Issuer Account shall be treated as a financial asset. The Securities Intermediary shall, and U.S. Bank National Association as Securities Intermediary does, agree with the parties hereto that the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Collateral shall be the State of New York. The Securities Intermediary shall, and U.S. Bank National Association as Securities Intermediary does, represent and covenant that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any Financial Asset agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary shall, and U.S. Bank National Association as Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Indenture applicable to it. The Securities Intermediary shall, and U.S. Bank National Association as Securities Intermediary does, agree that any item of property credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Issuer Account will shall not be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited subject to any Trust Account shall be registered security interest, lien, encumbrance or right of setoff in the name favor of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of anyone claiming through the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in Intermediary (other than the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such PersonsIndenture Trustee). (iiic) If at any time It is the Securities Intermediary shall receive an Entitlement Order from intent of the Indenture Trustee directing transfer or redemption and the Issuer that each Issuer Account shall be a securities account of any Financial Asset relating to any Trust Accountthe Indenture Trustee and not an account of the Issuer. Nonetheless, the Securities Intermediary shall agree to comply with such Entitlement Order entitlement orders originated by the Indenture Trustee without further consent by the Issuer or the Administrator or any other Person. If at any time person or entity, and U.S. Bank National Association as Securities Intermediary agrees that, for so long as it is the Securities Intermediary hereunder, it will comply with entitlement orders originated by the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee Issuer or any other Person. (iv) In the event that the person or entity. The Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees shall covenant that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts it will not be subject to deduction, set-off, banker’s lien, agree with any person or any other right in favor of any Person entity other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into comply with entitlement orders originated by any agreement with, the Issuer, the Administrator, person or any other Person (entity other than the Indenture Trustee) , and U.S. Bank National Association as Securities Intermediary hereby covenants that, for so long as it is the Securities Intermediary hereunder, it will not agree with respect to any Trust Account. In person or entity other than the event of Indenture Trustee that it will comply with entitlement orders originated by any conflict between this person or entity other than the Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevailTrustee. (vid) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (e) The rights and powers granted herein Securities Intermediary may at any time resign by notice to the Indenture Trustee and may at any time be removed by notice from the Indenture Trustee, if a different Person than the Securities Intermediary, but if not, then the Administrator; provided, that it shall be the responsibility of the Indenture Trustee, if a different Person than the Securities Intermediary, but if not, then the Administrator, to appoint a successor Securities Intermediary and to cause the Issuer Accounts to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof; and the responsibilities and duties of the retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral credited to the Issuer Accounts held by such retiring Securities Intermediary have been granted in order transferred to perfect its interest in such successor. Any corporation into which the Trust Accounts and Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Security Entitlements to Securities Intermediary shall be a party, shall be the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations successor of the Securities Intermediary hereunder shall continue in effect until hereunder, without the interest execution or filing of any further act on the part of the Indenture Trustee in the Trust Accounts and in parties hereto or such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of or such termination in writingsuccessor corporation.

Securities Intermediary. The Issuer and (a) There shall at all times be a securities intermediary appointed for purposes of the Indenture Trustee Collateral Account (the “Securities Intermediary”). Wilmington Trust, National Association is hereby appoint Deutsche Bank National Trust Company, appointed as the initial Securities Intermediary with respect to the Trust AccountsCollateral Account and accepts such appointment. The Security Entitlements and all Financial Assets credited This Section 6.11 applies only to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Collateral Account. (b) The Securities Intermediary for represents, warrants, and covenants, and the Indenture Trustee for the benefit of the Noteholders. Upon parties hereto agree, that at all times prior to the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary.: (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the The Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds be a corporation, national or state bank or federal savings bank that in the deposit ordinary course of its business maintains securities accounts without further consent of the Issuer for others and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted is acting in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Assetcapacity hereunder. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture shall treat the Indenture Trustee as the entitlement holder entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Personsfinancial assets. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the The Securities Intermediary shall comply with such Entitlement Order entitlement orders (as defined in Section 102(a)(8) of the Uniform Commercial Code) originated by the Indenture Trustee without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer person or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Personentity. (iv) In the event that the The Securities Intermediary has shall not agree with any person or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person entity other than the Indenture Trustee in that it will comply with entitlement orders originated by any person or entity other than the case of the Trust AccountsIndenture Trustee. (v) There are no other agreements entered into between The Securities Intermediary shall not be a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary shall not take any action inconsistent with the provisions of this Indenture applicable to it. (vi) Each item of property credited to the Collateral Account shall not be subject to any security interest, lien, claim, encumbrance, or right of setoff in favor of the Securities Intermediary in such capacity, and or anyone claiming through the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In , in such capacity, for the event benefit of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevailSecured Parties). (vivii) In no event shall any financial asset held in the Collateral Account be registered in the name of, payable to the order of, or specially indorsed to, the Issuer unless such financial asset has also been indorsed in blank or to the Securities Intermediary that holds such financial asset in the Collateral Account. (c) It is the intent of the Indenture Trustee and the Issuer that the Collateral Account shall be a securities account of the Indenture Trustee and not an account of the Issuer. (d) The rights and powers granted herein Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the New York Uniform Commercial Code. (e) The Securities Intermediary may at any time resign by giving 90 days prior written notice of its resignation to the Indenture Trustee and may at any time be removed by written notice from the Required Holders. The Required Holders shall appoint a successor Securities Intermediary that satisfies the provisions of this Indenture. The Required Holders shall cause (i) the Collateral Account to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof, and (ii) the successor Securities Intermediary to execute and deliver to the Indenture Trustee and the Issuer a written agreement in which it agrees to be the Securities Intermediary hereunder and to be bound by the provisions of this Indenture applicable to the Securities Intermediary. The duties and obligations of the retiring Securities Intermediary hereunder shall remain in effect until the Collateral Account and all of the Collateral credited thereto have been granted transferred to the successor Securities Intermediary; provided, however, that the retiring Securities Intermediary or the Holders of 10% in order principal amount of the Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Securities Intermediary. Notwithstanding anything herein or any other Transaction Document to perfect its interest the contrary, for so long as Wilmington Trust, National Association is serving as Indenture Trustee under the Indenture, Wilmington Trust, National Association shall also serve in the Trust Accounts capacity of Securities Intermediary hereunder and under the Securities Account Control Agreement . Any removal of, or resignation by, Wilmington Trust, National Association in its capacity as Indenture Trustee or Securities Intermediary shall, notwithstanding anything herein to the contrary, be deemed to constitute a removal of, or resignation by, Wilmington Trust, National Association in each of such other capacities, and the Security Entitlements to provisions of this Agreement and the Financial Assets credited theretoSecurities Account Control Agreement, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuerincluding, without limitation, the Administrator removal and resignation provisions hereof, shall be interpreted consistently with this Section 6.11(e). (f) Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Receivables Seller nor by Securities Intermediary shall be a party, shall be the lapse of time. The obligations successor of the Securities Intermediary hereunder hereunder, without the execution or filing of any further document on the part of the parties hereto or such successor corporation. (g) The Securities Intermediary shall continue in effect until be entitled to all of the interest protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant is entitled to the terms of this Indenture and hereunder as fully as if it were the Indenture Trustee has notified and shall also be entitled all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities provided to the Securities Intermediary under the Securities Account Control Agreement, which protections, privileges, limitations on liability, rights of reimbursement and indemnities are incorporated herein by reference, with the same force and effect as if expressly set forth herein. (h) Each party hereto agrees that each item of property (including, without limitation, any investment property, financial assets, securities, instruments, general intangibles or cash) credited to the Collateral Account shall be treated as a Financial Asset and that the Collateral Account shall constitute a “securities account” within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York and the Securities Intermediary shall be acting as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the Uniform Commercial Code as in effect in the State of New York. (i) Regardless of any provision in any other agreement, the securities intermediary’s jurisdiction for purposes of Article 8 of the Uniform Commercial Code with respect to the Collateral Account shall be the State of New York. If, notwithstanding the provisions of this Indenture, all or any portion of the Collateral Account is deemed to be a “deposit account” within the meaning of Section 9-102(a)(29) of the Uniform Commercial Code as in effect in the State of New York, then the Securities Intermediary shall be acting as a “bank” within the meaning of Section 9-102(a)(8) of the Uniform Commercial Code as in effect in the State of New York, in its capacity as the depositary bank maintaining such termination account, and hereby agrees that the State of New York shall be deemed to be the “bank’s jurisdiction” within the meaning of Section 9-304 of the Uniform Commercial Code. (j) The Securities Intermediary shall provide the Indenture Trustee with any information it may request with respect to the Collateral Account, including electronic access to view balance and activity in writingthe Collateral Account.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersSecured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Securities Intermediary. Deutsche Bank National Trust Company hereby Xxxxx Fargo Bank, N.A. xxxxxx accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche The Bank National Trust Companyof New York Mellon, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche The Bank National Trust Companyof New York Mellon, as Securities Intermediary. Deutsche The Bank National Trust Company of New York Mellon hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. (a) There shall at all times be a securities intermediary appointed for purposes of this Series Supplement (the “Securities Intermediary”). The Issuer Bank of New York Mellon is hereby appointed as the initial Securities Intermediary hereunder and accepts such appointment. (b) The Securities Intermediary represents, warrants, and covenants, and the Indenture Trustee hereby appoint Deutsche Bank National Trust Companyparties hereto agree, as Securities Intermediary with respect that at all times prior to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary.Series Supplement: (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the The Securities Intermediary agrees that: shall be a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary (A) with respect to any portion shall be a state-chartered or national bank or trust company, (B) shall not be an Affiliate of the Trust Estate that is held in deposit accountsDepositor, each such deposit account (C) shall have a combined capital and surplus of at least USD 100,000,000, (D) shall be subject to the security interest granted pursuant to this Indenturesupervision or examination by United States federal or state authority, and the Securities Intermediary (E) shall comply with instructions originated have a rating of at least “Baa1” by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities IntermediaryMoody’s, “BBB+” by Standard & Poor’s, and the Securities Intermediary shall have sole signature authority with respect thereto; “BBB” by Fitch (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or if such entity is treated as, a Financial Asset shall be physically delivered (accompanied rated by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCCFitch); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Certificate Account shall be an account maintained with the Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject to the terms of this Indenture shall treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Personsfinancial assets. (iii) If at any time the The Securities Intermediary shall receive an Entitlement Order from not change the Indenture Trustee directing transfer name or redemption the account number of any Financial Asset relating the Certificate Account without the prior written consent of the Trustee. (iv) Each item of property credited to any Trust Account, the Certificate Account shall be treated as a financial asset. (v) The Securities Intermediary shall comply with such Entitlement Order entitlement orders originated by the Trustee without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust AccountDepositor, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lienTrust, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, person or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevailentity. (vi) The rights and powers granted herein Securities Intermediary shall not agree with any person or entity other than the Trustee that it will comply with entitlement orders originated by any person or entity other than the Trustee. (vii) The Securities Intermediary shall not be a party to any agreement that is inconsistent with this Series Supplement, or that limits or conditions any of its obligations under this Series Supplement. The Securities Intermediary shall not take any action inconsistent with the provisions of this Series Supplement applicable to it. (viii) Each item of property credited to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts Certificate Account shall not be subject to, and the Security Entitlements to the Financial Assets credited theretoSecurities Intermediary hereby waives, and are powers coupled with an interest and will not be affected by the bankruptcy any security interest, lien, claim, encumbrance, or right of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Trustee). (ix) For purposes of Article 8 of the Uniform Commercial Code, the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Certificate Account shall be the State of New York. (c) It is the intent of the Trustee and the Depositor that the Certificate Account shall be a securities account of the Trustee and not an account of the Depositor. (d) Nothing herein shall impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the New York Uniform Commercial Code. The Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the New York Uniform Commercial Code. (e) The Securities Intermediary may at any time resign by written notice to the Trustee and may at any time be removed by written notice from the Trustee. The Trustee shall appoint a successor Securities Intermediary that satisfies the provisions of Section 30(b)(i). The Trustee shall cause (i) the Certificate Account to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof, and (ii) the successor Securities Intermediary to execute and deliver to the parties hereto a written agreement in which it agrees to be the Securities Intermediary hereunder and to be bound by the provisions of this Series Supplement applicable to the Securities Intermediary. The duties and obligations of the retiring Securities Intermediary hereunder shall continue remain in effect until the interest Certificate Account and all of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has property credited thereto have been terminated pursuant transferred to the terms of this Indenture and the Indenture Trustee has notified successor Securities Intermediary. (f) Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, without the execution or filing of any further document on the part of the parties hereto or such termination successor corporation. (g) The Trustee shall hold such of the property of the Trust as consists of instruments, certificated securities, negotiable documents, money, goods, or tangible chattel paper in writingthe State of New York. The Trustee shall cause such of the property of the Trust as consists of investment property (other than certificated securities) and the cash proceeds thereof to be credited to the Certificate Account. Except as permitted by this Section, the Trustee shall not hold any part of the assets of the Trust through an agent or a nominee. (h) The Trustee and the Securities Intermediary each makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (i) Terms used in this Section that are defined in the New York Uniform Commercial Code and not otherwise defined herein shall have the meanings set forth in the New York Uniform Commercial Code, unless the context clearly requires otherwise.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and (a) There shall at all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in times be one or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has more “controlsecurities intermediaries” (as defined in the UCC) appointed by the Collateral Custodian for purposes of this Agreement (the “Securities Intermediary”); and (D) it will use reasonable efforts to promptly notify . The Collateral Custodian hereby appoints Xxxxx Fargo Bank, National Association at its Corporate Trust Office as the Indenture Trustee initial Securities Intermediary hereunder and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to holdXxxxx Fargo Bank, transfer or deal with National Association hereby accepts such Financial Assetappointment. (iib) The Securities Intermediary shall be, and the initial Securities Intermediary hereunder hereby confirms represents and warrants that (A) each Trust it is as of the date hereof and shall be for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that the Securities Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertake to the terms of this Indenture treat the Indenture Trustee Collateral Custodian as entitled to exercise the rights that comprise any Financial Asset such financial assets. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that each item of property credited to any Trust Accountthe Securities Account shall be treated as a “financial asset” as defined in the UCC. The Securities Intermediary shall, (B) any portion and the initial Securities Intermediary does, agree and acknowledge that the “securities intermediary’s jurisdiction” for purpose of the Trust Estate in respect UCC of any Trust Account will be promptly credited by the Securities Intermediary with respect to such accountthe Collateral shall be the State of New York. The Securities Intermediary shall, and the initial Securities Intermediary does, represent and covenant that it is not and will not be (Cas long as it is the Securities Intermediary hereunder) all securities or other a party to any agreement that is inconsistent with the provisions of this Agreement. The Securities Intermediary shall, and the initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Agreement applicable to it. The Securities Intermediary shall, and the initial Securities Intermediary does, agree that any item of property underlying any Financial Assets credited to any Trust the Securities Account shall not be registered subject to any security interest, lien, encumbrance, or right of setoff in the name favor of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of anyone claiming through the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in Intermediary (other than the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such PersonsCollateral Custodian). (iiic) If at any time It is the intent of the Collateral Custodian and the Seller that the Securities Account shall be a securities account of the Collateral Custodian and not an account of the Seller. Nonetheless, (i) the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating agree to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order entitlement orders originated by the Collateral Custodian without further consent by the Issuer or the Administrator Seller or any other Person. If at any time person or entity, and (ii) the Indenture Trustee notifies initial Securities Intermediary agrees that for so long as it is the Securities Intermediary in writing that this Indenture has been discharged in accordance herewithhereunder, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall it will comply with such Entitlement Order entitlement orders originated by the Collateral Custodian without further consent by the Indenture Trustee Seller or any other Personperson or entity. The Securities Intermediary shall covenant that it will not agree with any person or entity other than the Collateral Custodian that it will comply with entitlement orders originated by any person or entity other than the Collateral Custodian, and the initial Securities Intermediary hereby covenants that, for so long as it is the Securities Intermediary hereunder, it will not agree with any person or entity other than the Collateral Custodian that it will comply with entitlement orders originated by any person or entity other than the Collateral Custodian. (ivd) In the event that Nothing herein shall imply or impose upon the Securities Intermediary has any duties or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person obligations other than those expressly set forth herein and those applicable to a securities intermediary under the Indenture Trustee in the case of the Trust Accounts. UCC (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect shall be entitled to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy all of the Issuerprotections available to a securities intermediary under the UCC). Without limiting the foregoing, the Administrator nothing herein shall imply or the Receivables Seller nor by the lapse of time. The obligations of impose upon the Securities Intermediary hereunder shall continue in effect until any duties of a fiduciary nature (such as, without limitation, the interest fiduciary duties of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writingCollateral Custodian hereunder).

Securities Intermediary. The Issuer Securities Intermediary represents and warrants to, and agrees with, the Pledgor and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, Collateral Agent as follows: (a) The Securities Intermediary with respect to maintains the Trust Accounts. The Security Entitlements Collateral Account for the Pledgor, and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit account of the NoteholdersPledgor is, and will continue to be, credited to the Collateral Account. (b) The Collateral Account is a securities account. Upon The Securities Intermediary is the termination of this Indenture, securities intermediary with respect to the Indenture Trustee shall inform property credited from time to time to the Collateral Account. The Pledgor is the entitlement holder with respect to the property credited from time to time to the Collateral Account. (c) The Securities Intermediary (i) has identified (and will continue to identify) in its records the Pledgor as the sole Person having a security entitlement against the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, with respect to the Noteholders Collateral Account and any and all beneficial owners assets, property and items from time to time carried in the Collateral Account, and (ii) has credited and will continue to credit such assets, property and items to the Collateral Account in accordance with instructions given in accordance with the terms and conditions of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediarythis Pledge Agreement. (id) With respect To the maximum extent permitted by applicable law, all assets, property and items from time to any portion time carried in the Collateral Account shall constitute financial assets under Article 8 of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this IndentureUCC, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer treat all such assets, property and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat items as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Assetfinancial assets. (iie) The securities intermediary’s jurisdiction with respect to the Collateral Account for purposes of Section 8-110(e) of the UCC is, and will continue for so long as the security interest credited hereunder shall be in effect, the State of New York. (f) The Securities Intermediary hereby confirms that will comply with all notifications it receives directing it to transfer or redeem any property in the Collateral Account (Aeach an “Entitlement Order”) each Trust or other directions concerning the Collateral Account is an account (including, without limitation, directions to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject distribute to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect Collateral Agent proceeds of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust or interest or dividends on property in the Collateral Account, ) originated by the Securities Intermediary shall comply Collateral Agent in compliance with such Entitlement Order this Agreement without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee Pledgor or any other Person. (ivg) In the event that the The Securities Intermediary will comply with Entitlement Orders and other direction concerning the Collateral Account originated by the Collateral Agent. For so long as no Event of Default has occurred or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited theretois continuing, the Securities Intermediary hereby agrees that such security interest shall be subordinate may follow Entitlement Orders from the Pledgor as permitted by Section 5 in respect of investment instructions originated by the Pledgor. If the Securities Intermediary receives conflicting Entitlement Orders or directions from the Collateral Agent and the Pledgor, to the security interest extent permitted by Section 5 in respect of investment instructions, it will follow the Indenture Trustee. The Financial Assets Entitlement Orders and Security Entitlements credited to directions from the Accounts will Collateral Agent and not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than from the Indenture Trustee in the case of the Trust AccountsPledgor. (vh) There are no other agreements The Securities Intermediary has not entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, with any other Person relating to the Issuer, Collateral Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders of such Person. The Securities Intermediary has not entered into any other agreement with the Administrator, Pledgor or any other Person (other than purporting to limit or condition the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations obligation of the Securities Intermediary hereunder to comply with Entitlement Orders originated by the Collateral Agent as set forth in paragraph (f) above. (i) The Collateral Agent is and shall continue in effect until remain the interest sole Person having dominion and control of the Indenture Trustee Collateral Account. (j) The Securities Intermediary hereby waives and releases any Lien, right of set-off or other right it may have against the Collateral Account or any financial asset carried in the Trust Accounts Collateral Account or any credit balance in the Collateral Account and agrees that it will not assert any such Lien or right against the Collateral Account or any financial asset carried in such Security Entitlements, has been terminated pursuant the Collateral Account or any credit balance in the Collateral Account. (k) Anything herein to the terms of this Indenture and the Indenture Trustee has notified contrary notwithstanding, the Securities Intermediary will not be required to follow any instruction that would violate any applicable law, decree, regulation or order of any government or governmental body (including any court or tribunal). (l) The Securities Intermediary does not know of any claim to or interest in the Collateral Account or any property credited to the Collateral Account, except for claims and interests of the parties referred to in this Pledge Agreement. (m) When the Securities Intermediary knows of any claim or interest in the Collateral Account or any property credited to the Collateral Account other than the claims and interests of the parties referred to in this Pledge Agreement, the Securities Intermediary will promptly notify the Collateral Agent, the Trustee and the Pledgor of such termination in writingclaim or interest.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and (a) There shall at all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in times be one or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has more “controlsecurities intermediaries” (as defined in the UCC) appointed by the Collateral Custodian for purposes of this Agreement (the “Securities Intermediary”); and (D) it will use reasonable efforts to promptly notify . The Collateral Custodian hereby appoints Xxxxx Fargo Bank, National Association at its Corporate Trust Office as the Indenture Trustee initial Securities Intermediary hereunder and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to holdXxxxx Fargo Bank, transfer or deal with National Association hereby accepts such Financial Assetappointment. (iib) The Securities Intermediary shall be, and the initial Securities Intermediary hereunder hereby confirms represents and warrants that (A) each Trust it is as of the Closing Date and shall be for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that the Securities Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertake to the terms of this Indenture treat the Indenture Trustee Collateral Custodian as entitled to exercise the rights that comprise any Financial Asset such financial assets. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that each item of property credited to any Trust Accountthe Securities Account shall be treated as a “financial asset” as defined in the UCC. The Securities Intermediary shall, (B) any portion and the initial Securities Intermediary does, agree and acknowledge that the “securities intermediary’s jurisdiction” for purpose of the Trust Estate in respect UCC of any Trust Account will be promptly credited by the Securities Intermediary with respect to such accountthe Collateral shall be the State of New York. The Securities Intermediary shall, and the initial Securities Intermediary does, represent and covenant that it is not and will not be (Cas long as it is the Securities Intermediary hereunder) all securities or other a party to any agreement that is inconsistent with the provisions of this Agreement. The Securities Intermediary shall, and the initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Agreement applicable to it. The Securities Intermediary shall, and the initial Securities Intermediary does, agree that any item of property underlying any Financial Assets credited to any Trust the Securities Account shall not be registered subject to any security interest, lien, encumbrance, or right of setoff in the name favor of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time anyone claiming through the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevailCollateral Custodian). (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary. Deutsche Bank National Trust Company Citibank hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole any and all assets permitted in credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee Trustee, for the benefit of the Noteholders, with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account Securities Account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Trust Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee (on behalf of the Secured Parties) in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered intointo (other than the Consent Agreement), the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. (a) Limitation of the Securities Intermediary's Liability; Responsibilities ----------------------------------------------------------------------- of the Securities Intermediary. The Issuer Securities Intermediary's responsibility ------------------------------- and liability under this Pledge Agreement shall be limited as follows: (i) the Securities Intermediary does not represent, warrant or guaranty to the holders of the Notes from time to time the performance of the Parent or the Pledgor; (ii) the Securities Intermediary shall have no responsibility to the Parent or the Pledgor or the holders of the Notes or the Trustee from time to time as a consequence of performance or non-performance by the Securities Intermediary hereunder, other than as a result of any gross negligence or willful misconduct of the Securities Intermediary; (iii) the Parent and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Pledgor shall remain solely responsible for all aspects of their business and conduct; and (iv) the Securities Intermediary is not obligated to supervise, inspect or inform the Parent, the Pledgor or any third party of any matter referred to above. In no event shall the Securities Intermediary be liable (A) for acting in accordance with respect to or relying upon any instruction, deemed notice, notice, demand, certificate or document from the Trust AccountsParent, the Pledgor or any entity acting on behalf of the Parent or the Pledgor, (B) for any consequential, punitive or special damages, (C) for the acts or omissions of its correspondents, designees, subagents or subcustodians chosen in due care, including the Securities Intermediary or (D) by reason of any occurrence beyond the control of the Securities Intermediary. The Security Entitlements No implied covenants or obligations shall be inferred from this Pledge Agreement against the Securities Intermediary, nor shall the Securities Intermediary be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and all Financial Assets credited to without limiting the Trust Accountsforegoing, the Securities Intermediary shall in no event have any liability in connection with its investment or liquidation, in good faith and in accordance with the terms hereof, of any amounts or Pledged Securities held by it hereunder, including without limitation all amountsany liability for any delay not resulting from gross negligence or willful misconduct in such investment or liquidation, securitiesor for any loss of principal or income incident to any such delay. The Securities Intermediary and its agents shall be entitled to rely upon any judicial order or judgment, investmentsupon any Opinion of Counsel or upon any certification, Financial Assetsinstruction, investment property and notice, or other property from time writing delivered to time deposited it by the Parent, the Pledgor or the Trustee in compliance with the provisions of this Pledge Agreement without being required to determine the authenticity or credited to such account and all proceeds the correctness of any fact stated therein or the propriety or validity of service thereof, held from time to time . The Securities Intermediary may act in reliance upon any instrument comporting with the Trust Accounts will continue provisions of this Pledge Agreement or signature believed by it to be held by genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the Securities Intermediary for provisions hereof has been duly authorized to do so. At the Indenture Trustee for the benefit expense of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust AccountsPledgor, the Securities Intermediary agrees that: (A) may act pursuant to the advice of counsel chosen by it with respect to any portion matter relating to this Agreement and (subject to clause (ii) of the Trust Estate that is held first paragraph of this Section 10) shall not be liable for any action taken or omitted in deposit accountsaccordance with such advice. The Securities Intermediary shall not be called upon to advise any party as to selling or retaining, each such deposit account or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Pledge Agreement with respect to any amounts or property deposited hereunder, the Securities Intermediary shall be subject entitled to the security interest granted pursuant refuse to this Indenturecomply with any and all claims, demands or instructions with respect to such amounts or property, and the Securities Intermediary shall not be or become liable for its failure or refusal to comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise conflicting claims, demands or instructions. The Securities Intermediary shall be subject entitled to the exclusive custody and control refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by a court of the Securities Intermediary, and competent jurisdiction or settled by agreement between the Securities Intermediary shall have sole signature authority with respect thereto; (B) sufficient to save the sole assets permitted in the Trust Accounts shall be those Securities Intermediary harmless from and against any and all loss, liability or expense that the Securities Intermediary agrees may incur by reason of its acting. The Securities Intermediary may, in addition, elect in its sole option to treat commence an interpleader action or seek other judicial relief or orders as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account may deem necessary. The costs and expenses incurred in accordance connection with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor proceedings shall be paid by and shall be deemed an obligation of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms Pledgor. No provision of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by Pledge Agreement shall require the Securities Intermediary to such account, and (C) all securities expend or other property underlying risk its own funds or otherwise incur any Financial Assets credited to any Trust Account shall be registered financial liability in the name performance of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Personsits duties hereunder. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. (a) Limitation of the Securities Intermediary's Liability, ------------------------------------------------------ Responsibilities of the Securities Intermediary. The Issuer Securities Intermediary's ----------------------------------------------- responsibility and liability under this Agreement shall be limited as follows: (i) the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect does not represent, warrant or guaranty to the Trust Accounts. The Security Entitlements and all Financial Assets credited to holders of the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property Notes from time to time deposited in the performance of the Company and FLN Finance; (ii) the Securities Intermediary shall have no responsibility to the Company, FLN Finance or credited to such account and all proceeds thereof, held the holders of the Notes or the Trustee from time to time in the Trust Accounts will continue to be held as a consequence of performance or non-performance by the Securities Intermediary hereunder, except for the Indenture Trustee for the benefit any negligence, bad faith or willful misconduct of the Noteholders. Upon Securities Intermediary; (iii) the termination Company shall remain solely responsible for all aspects of this Indenture, the Indenture Trustee shall inform Company's business and conduct; and (iv) the Securities Intermediary is not obligated to supervise, inspect or inform the Company, FLN Finance or any third party of such terminationany matter referred to above. By acceptance of their Notes No implied covenants or interests therein, the Noteholders and all beneficial owners of Notes obligations shall be deemed to have appointed Deutsche Bank National Trust Company, as inferred from this Agreement against the Securities Intermediary, nor shall the Securities Intermediary be bound by the provisions of any agreement beyond the specific terms hereof. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of Specifically and without limiting the Trust Estate that is credited to the Trust Accountsforegoing, the Securities Intermediary agrees that: shall in no event have any liability for any loss, fee, tax or other charge in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Marketable Securities held by it hereunder, including, without limitation, any liability for any delay not resulting from negligence, bad faith or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Securities Intermediary shall be entitled to rely upon any judicial order or judgment, upon any opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company, FLN Finance or the Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Securities Intermediary may act in reliance upon any instrument comporting with the provisions of this Agreement or signature reasonably believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. At any time the Securities Intermediary may request in writing an instruction in writing from the Company or FLN Finance and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that the Securities -------- ------- Intermediary shall state in such request that it believes in good faith that such proposed course of action is consistent with another identified provision of this Agreement. The Securities Intermediary shall not be liable to the Company or FLN Finance for acting without the Company's or FLN Finance's consent in accordance with such a proposal on or after the date specified therein if (Ai) the specified date is at least two Business Days after the Company or FLN Finance receives the Securities Intermediary's request for instructions and its proposed course of action, and (ii) prior to so acting, the Securities Intermediary has not received the written instructions requested from the Company or FLN Finance. The Securities Intermediary shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Agreement with respect to any portion of funds or property deposited hereunder, the Trust Estate that is held in deposit accounts, each such deposit account Securities Intermediary shall be subject entitled to the security interest granted pursuant refuse to this Indenturecomply with any and all claims, demands or instructions with respect to such funds or property, and the Securities Intermediary shall not be or become liable for its failure or refusal to comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise conflicting claims, demands or instructions. The Securities Intermediary shall be subject entitled to refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the exclusive custody and control of conflicting claimants as evidenced in a writing, satisfactory to the Securities Intermediary, and or the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that received security or an indemnity satisfactory to the Securities Intermediary agrees sufficient to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, save the Securities Intermediary harmless from and against any and all loss, liability or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over expense which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation may incur by reason of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) its acting. The Securities Intermediary hereby confirms that (A) each Trust Account is may in addition elect in its sole option to commence an account to which Financial Assets are interpleader action or may be credited, and seek other judicial relief or orders as the Securities Intermediary shall, subject to the terms may deem necessary. No provision of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by Agreement shall require the Securities Intermediary to such account, and (C) all securities expend or other property underlying risk its own funds or otherwise incur any Financial Assets credited to any Trust Account shall be registered financial liability in the name performance of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Personsits duties hereunder. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer Wxxxx Fargo, hereby undertakes and agrees to act as “securities intermediary” (as such term is defined in Section 8-102 (a)(14) of the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, Uniform Commercial Code as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time effect in the Trust Accounts will continue State of New York (the “New York UCC”)). In such capacity (Wxxxx Fargo, in such capacity being herein sometimes referred to be held by as the “Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination Intermediary”) and in accordance with Section 3.01 of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust AccountsAgreement, the Securities Intermediary has established the Spread Account. The Securities Intermediary represents, warrants, acknowledges and agrees that: (A1) with respect to any portion It shall not change the name or account number of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to Spread Account without the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further prior written consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect theretoCollateral Agent; (B2) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all All securities or other property underlying any Financial Assets financial assets deposited in or credited to any Trust the Spread Account shall be registered in the name of the Securities Intermediary, endorsed to Intermediary or the Securities Intermediary Collateral Agent or in blank or credited to another securities account or accounts maintained in the name of the Securities Intermediary, and in no case will shall any Financial Asset financial asset deposited in or credited to any Trust the Spread Account be registered in the name of the Issuer or the Administrator, payable Seller except to the order extent the foregoing have been specially indorsed to the Securities Intermediary in blank; (3) All property delivered to the Securities Intermediary pursuant to this Agreement for deposit in or credit to the Spread Account shall be promptly credited to the Spread Account; (4) The Spread Account is a “securities account” as such term is defined in Section 8-501(a) of the Issuer New York UCC, and the Securities Intermediary agrees that each item of property (whether investment property, financial asset, security, instrument or cash) deposited in or credited to the Administrator Spread Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC and that, subject to the terms of this Agreement, the Securities Intermediary will treat the Collateral Agent as entitled to exercise the rights that comprise any financial asset deposited in or specially endorsed credited to any of such Persons.Account; and (iii5) If at any time the Securities Intermediary shall receive an Entitlement Order any order from the Indenture Trustee Collateral Agent directing transfer or redemption of any Financial Asset financial asset relating to any Trust the Spread Account, the Securities Intermediary shall comply with such Entitlement Order entitlement order without further consent by the Issuer or the Administrator Seller or any other Personperson. If at Without limiting the generality of Section 8.11 of this Agreement, the parties agree that both this Agreement and the Spread Account shall be governed by the laws of the State of New York. Regardless of any time provision in any other agreement, for purposes of the Indenture Trustee notifies New York UCC, New York shall be deemed to be the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if Intermediary’s jurisdiction and the Securities Intermediary Spread Account (as well as all of the securities entitlements related thereto) shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent be governed by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest laws of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor State of any Person other than the Indenture Trustee in the case of the Trust AccountsNew York. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and Trustee will be the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Certificate Account and the Reserve Account (individually, a "Trust Account," and collectively, the "Trust Accounts"). The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersCertificateholders. Upon the termination of this Indenturethe Trust, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes Certificates or interests therein, the Noteholders and all beneficial owners of Notes Certificateholders shall be deemed to have appointed Deutsche Bank National Trust Company, the Trustee as Securities Intermediary. Deutsche Bank National Trust Company Trustee hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate Fund that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate Fund that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate Fund that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s 's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC)Control; and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer Depositor if any other Person claims that it has a property interest in a Financial Asset in any either Trust Account and that it is a violation of that Person’s 's rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture Agreement, treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate Fund in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the AdministratorDepositor, payable to the order of the Issuer or the Administrator Depositor or specially endorsed to any of such Personsthe Depositor. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator Depositor or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture the Trust has been discharged terminated in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer Depositor directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Trust Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Trust Accounts will not be subject to deduction, set-off, banker’s 's lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts (except that the Securities Intermediary may set-off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Trust Accounts, and (ii) the face amount of any checks which have been credited to any Trust Account but are subsequently returned unpaid because of uncollected or insufficient funds). (v) There are no other agreements entered into between the Securities Intermediary in such capacity, capacity and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, Depositor or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture Agreement (or any provision of this IndentureAgreement) and any other agreement now existing or hereafter entered into, the terms of this Indenture Agreement shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not neither be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller Depositor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, Entitlements has been terminated pursuant to the terms of this Indenture Agreement and the Indenture Trustee has notified the Securities Intermediary of such termination in writing. (vii) Notwithstanding the foregoing, the Trustee shall have the power to make withdrawals and distributions from the Trust Accounts for the purpose of permitting Trustee to carry out its respective duties hereunder or permitting the Trustee to carry out its duties hereunder.

Securities Intermediary. (a) There shall at all times be a securities intermediary appointed for purposes of this Agreement (the “Securities Intermediary”). [__________] is hereby appointed as the initial Securities Intermediary hereunder and accepts such appointment. (b) The Issuer Securities Intermediary represents, warrants, and covenants, and the Indenture Trustee hereby appoint Deutsche Bank National Trust Companyparties hereto agree, as Securities Intermediary with respect that at all times prior to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary.Agreement: (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the The Securities Intermediary agrees that: shall be a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary (A) with respect to any portion shall be a state-chartered or national bank or trust company, (B) shall not be an Affiliate of the Trust Estate that is held in deposit accountsDepositor, each such deposit account (C) shall have a combined capital and surplus of at least USD [100,000,000], (D) shall be subject to the security interest granted pursuant to this Indenturesupervision or examination by United States federal or state authority, and the Securities Intermediary (E) shall comply with instructions originated by the Indenture Trustee directing dispositions of funds have a credit rating in the deposit accounts without further consent one of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied four highest categories by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset[__________] [[not less than [__]] nationally recognized statistical rating organization[s]]. (ii) The Certificate Account shall be an account maintained with the Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject to the terms of this Indenture shall treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Personsfinancial assets. (iii) If at any time the The Securities Intermediary shall receive an Entitlement Order from not change the Indenture Trustee directing transfer name or redemption the account number of any Financial Asset relating the Certificate Account without the prior written consent of the Trustee. (iv) Each item of property credited to any Trust Account, the Certificate Account shall be treated as a financial asset. (v) The Securities Intermediary shall comply with such Entitlement Order entitlement orders originated by the Trustee without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust AccountDepositor, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lienTrust, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, person or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevailentity. (vi) The rights and powers granted herein Securities Intermediary shall not agree with any person or entity other than the Trustee that it will comply with entitlement orders originated by any person or entity other than the Trustee. (vii) The Securities Intermediary shall not be a party to any agreement that is inconsistent with this Agreement, or that limits or conditions any of its obligations under this Agreement. The Securities Intermediary shall not take any action inconsistent with the provisions of this Agreement applicable to it. (viii) Each item of property credited to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts Certificate Account shall not be subject to, and the Security Entitlements to the Financial Assets credited theretoSecurities Intermediary hereby waives, and are powers coupled with an interest and will not be affected by the bankruptcy any security interest, lien, claim, encumbrance, or right of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Trustee). (ix) For purposes of Article 8 of the UCC, the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Certificate Account shall be the State of New York. (c) It is the intent of the Trustee and the Depositor that the Certificate Account shall be a securities account of the Trustee and not an account of the Depositor. (d) Nothing herein shall impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the New York Uniform Commercial Code. The Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the New York Uniform Commercial Code. (e) The Securities Intermediary may at any time resign by written notice to the Trustee and may at any time be removed by written notice from the Trustee. The Trustee shall appoint a successor Securities Intermediary that satisfies the provisions of Section 30(b)(i). The Trustee shall cause (i) the Certificate Account to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof, and (ii) the successor Securities Intermediary to execute and deliver to the parties hereto a written agreement in which it agrees to be the Securities Intermediary hereunder and to be bound by the provisions of this Agreement applicable to the Securities Intermediary. The duties and obligations of the retiring Securities Intermediary hereunder shall continue remain in effect until the interest Certificate Account and all of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has property credited thereto have been terminated pursuant transferred to the terms of this Indenture and the Indenture Trustee has notified successor Securities Intermediary. (f) Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, without the execution or filing of any further document on the part of the parties hereto or such termination successor corporation. (g) The Trustee shall hold such of the property of the Trust as consists of instruments, certificated securities, negotiable documents, money, goods, or tangible chattel paper in writingthe State of New York [or the State of Delaware]. The Trustee shall cause such of the property of the Trust as consists of investment property (other than certificated securities) and the cash proceeds thereof to be credited to the Certificate Account. [Except as permitted by this Section, the Trustee shall not hold any part of the assets of the Trust through an agent or a nominee.] (h) The Trustee and the Securities Intermediary each makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (i) Terms used in this Section that are defined in the New York Uniform Commercial Code and not otherwise defined herein shall have the meanings set forth in the New York Uniform Commercial Code, unless the context clearly requires otherwise.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersSecured Parties. Upon the termination of this Base Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary. Deutsche Bank National Trust Company Citibank hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Base Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Base Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Base Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Trust Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Trust Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Base Indenture (or any provision of this Base Indenture) and any other agreement now existing or hereafter entered into, the terms of this Base Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller PLS nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Base Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees 91 that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. (a) There shall at all times be a securities intermediary appointed for purposes of this Series Supplement (the “Securities Intermediary”). The Issuer Bank of New York Mellon is hereby appointed as the initial Securities Intermediary hereunder and accepts such appointment. (b) The Securities Intermediary represents, warrants, and covenants, and the Indenture Trustee hereby appoint Deutsche Bank National Trust Companyparties hereto agree, as Securities Intermediary with respect that at all times prior to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary.Series Supplement: (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the The Securities Intermediary agrees that: shall be a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary (A) with respect to any portion shall be a state-chartered or national bank or trust company, (B) shall not be an Affiliate of the Trust Estate that is held in deposit accountsDepositor, each such deposit account (C) shall have a combined capital and surplus of at least USD 100,000,000, (D) shall be subject to the security interest granted pursuant to this Indenturesupervision or examination by United States federal or state authority, and the Securities Intermediary (E) shall comply with instructions originated have a rating of at least “Baa1” by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities IntermediaryMxxxx’x, “BBB+” by Standard & Poor’s, and the Securities Intermediary shall have sole signature authority with respect thereto; “BBB” by Fitch (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or if such entity is treated as, a Financial Asset shall be physically delivered (accompanied rated by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCCFitch); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Certificate Account shall be an account maintained with the Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject to the terms of this Indenture shall treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Personsfinancial assets. (iii) If at any time the The Securities Intermediary shall receive an Entitlement Order from not change the Indenture Trustee directing transfer name or redemption the account number of any Financial Asset relating the Certificate Account without the prior written consent of the Trustee. (iv) Each item of property credited to any Trust Account, the Certificate Account shall be treated as a financial asset. (v) The Securities Intermediary shall comply with such Entitlement Order entitlement orders originated by the Trustee without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust AccountDepositor, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lienTrust, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, person or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevailentity. (vi) The rights and powers granted herein Securities Intermediary shall not agree with any person or entity other than the Trustee that it will comply with entitlement orders originated by any person or entity other than the Trustee. (vii) The Securities Intermediary shall not be a party to any agreement that is inconsistent with this Series Supplement, or that limits or conditions any of its obligations under this Series Supplement. The Securities Intermediary shall not take any action inconsistent with the provisions of this Series Supplement applicable to it. (viii) Each item of property credited to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts Certificate Account shall not be subject to, and the Security Entitlements to the Financial Assets credited theretoSecurities Intermediary hereby waives, and are powers coupled with an interest and will not be affected by the bankruptcy any security ixxxxxxx, xxxx, xxxxx, encumbrance, or right of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Trustee). (ix) For purposes of Article 8 of the Uniform Commercial Code, the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Certificate Account shall be the State of New York. (c) It is the intent of the Trustee and the Depositor that the Certificate Account shall be a securities account of the Trustee and not an account of the Depositor. (d) Nothing herein shall impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the New York Uniform Commercial Code. The Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the New York Uniform Commercial Code. (e) The Securities Intermediary may at any time resign by written notice to the Trustee and may at any time be removed by written notice from the Trustee. The Trustee shall appoint a successor Securities Intermediary that satisfies the provisions of Section 29(b)(i). The Trustee shall cause (i) the Certificate Account to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof, and (ii) the successor Securities Intermediary to execute and deliver to the parties hereto a written agreement in which it agrees to be the Securities Intermediary hereunder and to be bound by the provisions of this Series Supplement applicable to the Securities Intermediary. The duties and obligations of the retiring Securities Intermediary hereunder shall continue remain in effect until the interest Certificate Account and all of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has property credited thereto have been terminated pursuant transferred to the terms of this Indenture and the Indenture Trustee has notified successor Securities Intermediary. (f) Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, without the execution or filing of any further document on the part of the parties hereto or such termination successor corporation. (g) The Trustee shall hold such of the property of the Trust as consists of instruments, certificated securities, negotiable documents, money, goods, or tangible chattel paper in writingthe State of New York. The Trustee shall cause such of the property of the Trust as consists of investment property (other than certificated securities) and the cash proceeds thereof to be credited to the Certificate Account. Except as permitted by this Section, the Trustee shall not hold any part of the assets of the Trust through an agent or a nominee. (h) The Trustee and the Securities Intermediary each makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (i) Terms used in this Section that are defined in the New York Uniform Commercial Code and not otherwise defined herein shall have the meanings set forth in the New York Uniform Commercial Code, unless the context clearly requires otherwise.

Securities Intermediary. (a) The Issuer Project Accounts (other than the Excluded Accounts) shall be established and maintained as securities accounts with a securities intermediary. Each of the Indenture parties to this Agreement hereby agrees that the Security Trustee hereby appoint Deutsche Bank National Trust Company(or any successor thereto) shall act as the securities intermediary (in such capacity, as the “Securities Intermediary with respect to the Trust Accounts. The Security Entitlements Intermediary”) under and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination purposes of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities IntermediaryAgreement. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (iib) The Securities Intermediary hereby confirms accepts and agrees to act as such under this Agreement and represents and warrants that it is as of the Amendment Effective Date, and shall be for so long as it is the Securities Intermediary hereunder, a banking corporation or a national banking association that in the ordinary course of its business maintains securities accounts for others, meets the requirements and qualifications set forth in the first sentence of Section 4.34(e) of this Agreement and is acting in that capacity hereunder. The Securities Intermediary agrees with the parties hereto that each of the Project Accounts (Aother than the Excluded Accounts) each Trust Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertake to the terms of this Indenture treat the Indenture Security Trustee as entitled to exercise the rights that comprise any Financial Asset such financial assets. The Securities Intermediary agrees with the parties hereto that each item of property credited to any Trust Account, each Project Account (Bother than the Excluded Accounts) any portion shall be treated as a financial asset. Each of the Trust Estate in respect of any Trust Account will be promptly credited by Security Trustee and the Securities Intermediary represents and warrants as of the Amendment Effective Date that it has not entered into any agreement or taken any other action that gives any Person other than the Security Trustee control over any of the Project Accounts (other than the Excluded Accounts) or that is otherwise inconsistent with this Agreement. Each of the Security Trustee and the Securities Intermediary agrees that it shall not become a party to such account, and any agreement or take any action that gives any Person other than the Security Trustee control over any of the Project Accounts (Cother than the Excluded Accounts) all securities or other property underlying that is otherwise inconsistent with this Agreement. The Securities Intermediary agrees that any Financial Assets financial assets credited to the Project Accounts (other than the Excluded Accounts), or any Trust Account shall be registered “securities entitlement” (as defined in Section 8-102(a)(17) of the UCC or, with respect to book-entry securities, in the name applicable Federal Book- Entry Regulations) with respect thereto, shall not be subject to any security interest, lien, encumbrance, or right of the Securities Intermediary, endorsed to setoff in favor of the Securities Intermediary or in blank or credited to another securities account maintained in the name of anyone claiming through the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in Intermediary (other than the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such PersonsSecurity Trustee). (iiic) If at It is the intent of the Concessionaire that the Security Trustee (for the benefit of the Secured Parties) be the entitlement holder with respect to the Project Accounts (other than the Excluded Accounts). In any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Accountevent, the Securities Intermediary shall hereby agrees that it will comply with such Entitlement Order entitlement orders with respect to the Project Accounts (other than the Excluded Accounts) originated by the Security Trustee without further consent by the Issuer or the Administrator Concessionaire or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary Except as provided otherwise in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust AccountAgreement, the Securities Intermediary shall covenants that it will not agree with any Person other than the Security Trustee to comply with such Entitlement Order entitlement orders with respect to the Project Accounts (other than the Excluded Accounts) originated by any Person or entity other than the Security Trustee. (d) The Securities Intermediary shall not change the name or account number of any Project Account (other than the Excluded Accounts), without further the prior written consent of the Security Trustee and at least five Business Days’ prior notice to the Intercreditor Agent and the Concessionaire, and shall not change the entitlement holder; provided that any and all changes to any names or account numbers made pursuant to the AVA are permitted. The Securities Intermediary shall at all times act as a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC or, with respect to book-entry securities, in the applicable Federal Book-Entry Regulations) in maintaining the Project Accounts (other than the Excluded Accounts) and shall credit to each Project Account (other than the Excluded Accounts) each financial asset to be held in or credited to each Securities Account pursuant to this Agreement. To the extent, if any, that the Security Trustee is deemed to hold directly, as opposed to having a security entitlement in, any financial asset held by the Indenture Securities Intermediary for the Security Trustee, the Securities Intermediary hereby agrees that it is holding such financial asset as the agent of the Security Trustee and hereby expressly acknowledges and agrees that it has received notification of the Security Trustee’s security interest in such financial asset and that it is holding possession of such financial asset for the benefit of the Security Trustee. (e) Each Project Account (other than the Excluded Accounts) shall remain at all times with a “securities intermediary” (within the meaning of Section 8- 102(a)(14) of the UCC or, with respect to book-entry securities, in the applicable Federal Book-Entry Regulations) that is a bank organized under the laws of the United States of America or any state thereof that has offices in the State of New York with unsecured long-term debt which shall be rated “A” or better by S&P or “A2” or better by Moody’s and that has a total capital stock and unimpaired surplus of not less than $100,000,000. The Securities Intermediary shall give notice to the Security Trustee and the Concessionaire of the location of the Project Accounts (other than the Excluded Accounts) and of any change thereof prior to the use or change thereof. (f) Any income received by the Security Trustee with respect to the balance from time to time on deposit in each Project Account (other than the Excluded Accounts), including any interest or capital gains on investments in overnight securities made with amounts on deposit in each Project Account (other than the Excluded Accounts), shall be credited to the applicable Project Account (unless provided otherwise in this Agreement). All right, title and interest in and to the cash amounts on deposit from time to time in each Project Account (other than the Excluded Accounts) together with any investments in overnight securities from time to time made pursuant to this Section shall constitute part of the Collateral for the Secured Obligations and shall be held for the benefit of the Secured Parties as their interests shall appear hereunder and shall not constitute payment of the Secured Obligations (or any other Personobligations to which such funds are provided hereunder to be applied) until applied thereto as provided in this Agreement. (ivg) In the event that that, notwithstanding the last sentence of subsection (b) above, the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account of the Project Accounts (other than the Excluded Accounts), or any Financial Asset financial asset credited thereto, or Security Entitlement credited any “securities entitlement” (as defined in Section 8-102(a)(17) of the UCC or, with respect to book-entry securities, in the applicable Federal Book-Entry Regulations) with respect thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Security Trustee. The Financial Assets and Security Entitlements credited financial assets or funds standing to the credit of the Project Accounts (other than the Excluded Accounts) will not be subject to deduction, set-off, banker’s lien, lien or any other right in favor of any Person other than the Indenture Security Trustee in the case on behalf of the Trust Accounts. Secured Creditors, except (vi) There to the extent of returned items and charge-backs, including overdraft fees, either for uncollected checks or other items of payment and transfers previously credited to one or more of such Project Accounts but are no other agreements entered into between subsequently returned unpaid, (ii) subject to the utilization of funds specified in Section 4.03 hereof, all amounts due to the Securities Intermediary in respect of its customary fees and expenses for the routine maintenance and operation of such capacityProject Accounts and (iii) any advance of funds made by the Securities Intermediary to purchase, or to make payment on or against delivery of, any investment property to be held in such Project Accounts in accordance with the terms of this Agreement, and the Concessionaire and the Secured Parties hereby authorize the Securities Intermediary agrees that it will not enter into any agreement with, to debit such Project Accounts for such amounts. (h) The “securities intermediary’s jurisdiction” of the Issuer, Securities Intermediary for purposes of the Administrator, UCC (or the Uniform Commercial Code of any other Person jurisdiction to the extent applicable) is the State of New York. (i) To the extent that the Project Accounts (other than the Indenture TrusteeExcluded Accounts) are not considered “securities accounts” (within the meaning of Section 8-501(a) of the UCC), such Project Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29) of the UCC), which the Security Trustee shall maintain with respect the Securities Intermediary acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). The Securities Intermediary hereby agrees to comply with any Trust Account. In and all instructions originated by the event Security Trustee directing disposition of funds in such Project Accounts without any conflict between this Indenture (further consent of the Concessionaire or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevailPerson. (vij) The rights and powers granted herein Securities Intermediary shall deliver to Concessionaire, on request, statements identifying the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited theretobalance of, and are powers coupled with an interest and will not be affected by the bankruptcy activity in, each of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writingProject Accounts.

Securities Intermediary. (a) The Issuer and the Indenture Trustee parties hereto hereby appoint Deutsche Xxxxx Fargo Bank National Trust CompanyMinnesota, N.A. to act as the initial Securities Intermediary. The Securities Intermediary with respect to represents, warrants, and covenants that it is as of the Trust Accounts. The Security Entitlements date hereof and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to shall be held by for so long as it is the Securities Intermediary hereunder a bank that in the ordinary course of its business maintains securities accounts for the Indenture Trustee for the benefit others and is acting in that capacity hereunder. The Securities Intermediary further represents, warrants and covenants that, as of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform date hereof and for so long as it is the Securities Intermediary of such termination. By acceptance of their Notes or interests thereinhereunder, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion the Mortgage Certificate Securities Account shall be an account of the Trust Estate that is credited Trustee to which financial assets may be delivered in accordance with Section 165 2.01, (ii) each item of property delivered to the Trust Accounts, the Mortgage Certificate Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account Account shall be subject to the security interest granted pursuant to this Indenturetreated as a financial asset, and (iii) the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Accountsuch financial assets, (Biv) any portion as a result of Section 11.04 of this Agreement, the Trust Estate "securities intermediary's jurisdiction" as defined in respect the UCC, and the "Securities Intermediary's Jurisdiction" as defined in the United States Regulations, of any Trust Account will be promptly credited by the Securities Intermediary with respect to such accountthe Mortgage Certificate, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name State of the Securities IntermediaryNew York, endorsed to (v) the Securities Intermediary or in blank or credited to another securities account maintained in the name of is not and shall not knowingly be (as long as it is the Securities Intermediary, and in no case will any Financial Asset credited Intermediary hereunder) a party to any Trust Account be registered in agreement that is inconsistent with the name provisions of the Issuer or the Administratorthis Agreement, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iiivi) If at any time the Securities Intermediary shall receive an Entitlement Order from not knowingly take any action inconsistent with the Indenture Trustee directing transfer or redemption provisions of any Financial Asset relating to any Trust Accountthis Agreement, (vii) the Securities Intermediary shall comply with such Entitlement Order entitlement orders originated by the Trustee without the further consent by the Issuer or the Administrator or of any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if (viii) the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply not agree with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee to comply with entitlement orders originated by such other Person and (ix) the Mortgage Certificate Securities Account and all property delivered to it shall not be subject to any lien, security interest, or right of set-off in the case favor of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that or anyone claiming through it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail). (vib) The rights and powers granted herein Securities Intermediary shall at all times be an entity that is eligible to maintain book-entry accounts with a Federal Reserve Bank. If the Trustee serves as Securities Intermediary under this Agreement, any resignation or removal of such Trustee shall terminate its appointment as Securities Intermediary, provided that such termination shall not become effective until acceptance of appointment by a successor securities intermediary. If the Securities Intermediary resigns or is removed, a replacement Securities Intermediary satisfactory to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not Depositor shall be affected appointed by the bankruptcy of Trustee or, if the IssuerTrustee is also resigning or being removed or terminated, the Administrator or the Receivables Seller nor by the lapse of timesuccessor trustee. The obligations Any such replacement of the Securities Intermediary hereunder shall continue be effected in effect until the interest a manner which does not result in any interruption of the Indenture lien and security interests granted to the Trustee for the benefit of the Certificateholders pursuant to this Agreement. (c) The protections afforded to the Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant this Article VIII shall apply to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of to the same extent to which such termination in writingprotections apply to the Trustee.

Securities Intermediary. The Issuer Securities Intermediary, and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to subsection (d) below, VeraSun, represent and warrant to, and agree with each of the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be parties hereto as follows: (a) Collateral held by the Securities Intermediary for the Indenture Trustee for account of VeraSun is, and will continue to be, credited to the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities IntermediaryEscrow Account. (ib) With respect to any portion The Escrow Account is a "securities account" as defined in Section 8-501 of the Trust Estate that is credited to the Trust Accounts, the UCC. The Securities Intermediary agrees that: (A) is acting as a "securities intermediary" as defined in Section 8-102 of the UCC with respect to any portion the Escrow Account. VeraSun is the entitlement holder with respect to the property credited from time to time to the Escrow Account. (c) The Securities Intermediary has credited and will continue to credit such assets, property and items to the Escrow Account in accordance with instructions given in accordance with the terms and conditions of this Agreement. (d) For the purposes of Section 8-102(a)(9)(iii) of the Trust Estate that is held UCC, all assets, property and items from time to time carried in deposit accounts, each such deposit account the Escrow Account shall be subject to constitute "financial assets" under Article 8 of the security interest granted pursuant to this IndentureUCC, and the Securities Intermediary and VeraSun agree to treat all such assets, property and items as financial assets. (e) The Securities Intermediary's jurisdiction with respect to the Escrow Account for purposes of Section 8-110(e) of the UCC is, and will continue to be for so long as the security interest hereunder shall be in effect, the State of Minnesota. (f) The Securities Intermediary will comply with instructions all notifications it receives directing it to transfer or redeem any property in the Escrow Account (each an "ENTITLEMENT ORDER") or other directions concerning the Escrow Account (including, without limitation, Entitlement Orders, directions to distribute to the Escrow Agent proceeds of any such transfer or redemption or interest or dividends on property in the Escrow Account) originated by the Indenture Trustee directing dispositions of funds in the deposit accounts Collateral Agent without further consent by VeraSun or any other Person. The Collateral Agent hereby instructs the Securities Intermediary to follow instructions of (i) the Issuer Escrow Agent pursuant to Section 6, and otherwise shall be (ii) subject to Section 5(g), VeraSun pursuant to Section 4, until such time as the Collateral Agent has delivered a written notice of exclusive custody and control of (a "NOTICE OF EXCLUSIVE CONTROL") to the Securities Intermediary, and with a copy to the Securities Intermediary shall Escrow Agent, at which time the Collateral Agent will be deemed to have sole signature authority the exclusive ability to direct the Collateral. The Collateral Agent hereby agrees with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those VeraSun that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion it will not deliver a Notice of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to Exclusive Control unless an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor Event of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” Default (as defined in the UCC); and (DIndenture) it will use reasonable efforts to promptly notify the Indenture Trustee has occurred and the Issuer is continuing, and shall rescind any such notice if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it such Event of Default is a violation of that Person’s rights for anyone else to hold, transfer cured or deal with such Financial Assetwaived. (iig) If the Securities Intermediary receives conflicting Entitlement Orders or directions from the Collateral Agent and VeraSun, it will follow the Entitlement Orders and directions from the Collateral Agent and not from VeraSun. (h) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, with any other Person relating to the Issuer, the Administrator, Escrow Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders of such Person. The Securities Intermediary has not entered into any other agreement with VeraSun or any other Person (other than purporting to limit or condition the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations obligation of the Securities Intermediary hereunder shall continue to comply with Entitlement Orders originated by the Collateral Agent as set forth in effect until paragraph (f) above. (i) The Securities Intermediary hereby waives and releases any Lien, right of set-off or other right it may have against the interest of the Indenture Trustee Escrow Account or any financial asset carried in the Trust Accounts Escrow Account or any credit balance in the Escrow Account and agrees that it will not assert any such Lien or right against the Escrow Account or any financial asset carried in such Security Entitlements, has been terminated pursuant the Escrow Account or any credit balance in the Escrow Account. (j) Anything herein to the terms of this Indenture and the Indenture Trustee has notified contrary notwithstanding, the Securities Intermediary will not be required to follow any instruction that would violate any applicable law, decree, regulation or order of any government or governmental body (including any court or tribunal). (k) The Securities Intermediary does not know of any claim to or interest in the Escrow Account or any property credited to the Escrow Account, except for claims and interests of the parties referred to in this Agreement. (l) When the Securities Intermediary has received any written notice of any claim or interest in the Escrow Account or any property credited to the Escrow Account other than the claims and interests of the parties referred to in this Agreement, the Securities Intermediary will promptly notify the Escrow Agent, the Collateral Agent, the Trustee and VeraSun of such termination in writingclaim or interest.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust Company, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and (a) There shall at all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in times be one or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust Company, as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has more “controlsecurities intermediaries” (as defined in the UCC) appointed by the Collateral Custodian for purposes of this Agreement (the “Securities Intermediary”); and (D) it will use reasonable efforts to promptly notify . The Collateral Custodian hereby appoints Xxxxx Fargo Bank, National Association at its Corporate Trust Office as the Indenture Trustee initial Securities Intermediary hereunder and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to holdXxxxx Fargo Bank, transfer or deal with National Association hereby accepts such Financial Assetappointment. (iib) The Securities Intermediary shall be, and the initial Securities Intermediary hereunder hereby confirms represents and warrants that (A) each Trust it is as of the Closing Date and shall be for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that the Securities Account is shall be an account to which Financial Assets are or financial assets may be credited, credited and the Securities Intermediary shall, subject undertake to the terms of this Indenture treat the Indenture Trustee Collateral Custodian as entitled to exercise the rights that comprise any Financial Asset such financial assets. The Securities Intermediary shall, and the initial Securities Intermediary does, agree with the parties hereto that each item of property credited to any Trust Accountthe Securities Account shall be treated as a “financial asset” as defined in the UCC. The Securities Intermediary shall, (B) any portion and the initial Securities Intermediary does, agree and acknowledge that the “securities intermediary’s jurisdiction” for purpose of the Trust Estate in respect UCC of any Trust Account will be promptly credited by the Securities Intermediary with respect to such accountthe Collateral shall be the State of New York. The Securities Intermediary shall, and the initial Securities Intermediary does, represent and covenant that it is not and will not be (Cas long as it is the Securities Intermediary hereunder) all securities or other a party to any agreement that is inconsistent with the provisions of this Agreement. The Securities Intermediary shall, and the initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Agreement applicable to it. The Securities Intermediary shall, and the initial Securities Intermediary does, agree that any item of property underlying any Financial Assets credited to any Trust the Securities Account shall not be registered subject to any security interest, lien, encumbrance, or right of setoff in the name favor of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of anyone claiming through the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in Intermediary (other than the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such PersonsCollateral Custodian). (iiic) If at any time It is the intent of the Collateral Custodian and the Seller that the Securities Account shall be a securities account of the Collateral Custodian and not an account of the Seller. Nonetheless, (i) the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating agree to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order entitlement orders originated by the Collateral Custodian without further consent by the Issuer or the Administrator Seller or any other Person. If at any time person or entity, and (ii) the Indenture Trustee notifies initial Securities Intermediary agrees that for so long as it is the Securities Intermediary in writing that this Indenture has been discharged in accordance herewithhereunder, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall it will comply with such Entitlement Order entitlement orders originated by the Collateral Custodian without further consent by the Indenture Trustee Seller or any other Personperson or entity. The Securities Intermediary shall covenant that it will not agree with any person or entity other than the Collateral Custodian that it will comply with entitlement orders originated by any person or entity other than the Collateral Custodian, and the initial Securities Intermediary hereby covenants that, for so long as it is the Securities Intermediary hereunder, it will not agree with any person or entity other than the Collateral Custodian that it will comply with entitlement orders originated by any person or entity other than the Collateral Custodian. (ivd) In the event that Nothing herein shall imply or impose upon the Securities Intermediary has any duties or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person obligations other than those expressly set forth herein and those applicable to a securities intermediary under the Indenture Trustee in the case of the Trust Accounts. UCC (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect shall be entitled to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy all of the Issuerprotections available to a securities intermediary under the UCC). Without limiting the foregoing, the Administrator nothing herein shall imply or the Receivables Seller nor by the lapse of time. The obligations of impose upon the Securities Intermediary hereunder shall continue in effect until any duties of a fiduciary nature (such as, without limitation, the interest fiduciary duties of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writingCollateral Custodian hereunder).

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersSecured Parties. Upon the termination of this Base Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary. Deutsche Bank National Trust Company Citibank hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Base Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee Trustee, for the benefit of the Noteholders, with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Base Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account Securities Account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Base Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Trust Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.the

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersSecured Parties. Upon the termination of this Base Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary. Deutsche Bank National Trust Company Citibank hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Base Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Base Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Base Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Trust Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Trust Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee (on behalf of the Secured Parties) in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Base Indenture (or any provision of this Base Indenture) and any other agreement now existing or hereafter entered into, the terms of this Base Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller NSM nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Base Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche Bank National Trust CompanyCitibank, as Securities Intermediary. Deutsche Bank National Trust Company Citibank hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Trust Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered intointo (other than any Consent), relating to the Securities Intermediary, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche The Chase Manhattan Bank National Trust Company, as Securities Intermediary with respect to the Trust Collection Account, the Note Payment Account and the Reserve Account (individually, an "Account," and collectively, the "Accounts"). The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Noteholders. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche The Chase Manhattan Bank National Trust Company, as Securities Intermediary. Deutsche The Chase Manhattan Bank National Trust Company hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s 's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC)Control; and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer Depositor if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s 's rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture , treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer Issuer, the REMIC Servicer or the AdministratorSeller, payable to the order of the Issuer Issuer, the REMIC Servicer or the Administrator Seller or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or Issuer, the Administrator REMIC Servicer, the Seller or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s 's lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the AdministratorREMIC Servicer, the Seller or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture Agreement (or any provision of this IndentureAgreement) and any other agreement now existing or hereafter entered into, the terms of this Indenture Agreement shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not neither be affected by the bankruptcy of the Issuer, the Administrator REMIC Servicer or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

Securities Intermediary. (a) The Issuer Securities Accounts shall be established and maintained as securities accounts (within the Indenture Trustee hereby appoint Deutsche meaning of Section 8-501(a) of the UCC) with a securities intermediary. Each of the parties to this Agreement, including U.S. Bank National Trust CompanyAssociation, hereby agrees that U.S. Bank National Association (or any successor thereto) shall act as Securities Intermediary the securities intermediary (within the meaning of Section 8-102(a)(14) of the UCC or, with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, book-entry securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by applicable Federal Book-Entry Regulations) (in such capacity (including its successors and assigns), the "Securities Intermediary Intermediary") under and for the Indenture Trustee for the benefit of the Noteholders. Upon the termination purposes of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders Agreement and all beneficial owners of Notes shall be deemed to have appointed Deutsche for so long as U.S. Bank National Trust Company, Association (or any successor thereto) is also acting in the capacity as Securities Intermediary. Deutsche Bank National Trust Company hereby accepts such appointment as Securities Intermediarythe Collateral Agent. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Trust Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (iib) The Securities Intermediary hereby confirms accepts and agrees to act as such under this Agreement and represents and warrants that (Ait is as of the date hereof, and shall be for so long as it is the Securities Intermediary hereunder, a banking corporation or a national bank that in the ordinary course of its business maintains securities accounts for others, meets the requirements and qualifications set forth in the first sentence of Section 5.11(e) and is acting in that capacity hereunder. The Securities Intermediary agrees with the parties hereto that each Trust Account is of the Securities Accounts shall be an account to which Financial Assets are or may be credited, credited and the Securities Intermediary shall, subject undertakes to the terms of this Indenture treat the Indenture Trustee Collateral Agent as entitled to exercise the rights that comprise any such Financial Asset Assets. The Securities Intermediary agrees with the parties hereto that each item of property credited to any Trust Account, (B) any portion each Securities Account shall be treated as a Financial Asset. Each of the Trust Estate in respect of any Trust Account will be promptly credited by Collateral Agent and the Securities Intermediary represents and warrants that it has not entered into any agreement or taken any other action that gives any Person other than the Collateral Agent control over any of the Securities Accounts or that is otherwise inconsistent with this Agreement. Each of the Collateral Agent and the Securities Intermediary agrees that it shall not become a party to such account, and (C) all securities any agreement or take any action that gives any Person other property underlying than the Collateral Agent control over any of the Securities Accounts or that is otherwise inconsistent with this Agreement. The Securities Intermediary agrees that any Financial Assets credited to such Securities Accounts, or any Trust Account shall be registered "securities entitlement" (as defined in Section 8-102(a)(17) of the UCC or, with respect to book-entry securities, in the name applicable Federal Book- Entry Regulations) with respect thereto, shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Collateral Agent). The Securities Intermediary hereby represents that, except for the claims and interests of the Collateral Agent and the Borrower in the Securities Accounts, the Securities Intermediary has no knowledge of, and has received no notice of, any claim to, or interest in, any Securities Account. If any Person asserts any lien (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Securities Account, the Securities Intermediary, endorsed upon obtaining written notice thereof, will promptly notify the Collateral Agent, the other Secured Parties that are parties hereto or relevant representatives thereof and the Borrower thereof. (c) It is the intent of the Collateral Agent and the Borrower that the Collateral Agent (for the benefit of the Secured Parties) be the Entitlement Holder with respect to the Securities Accounts. In any event, the Securities Intermediary hereby agrees that it will comply with Entitlement Orders with respect to any and/or all of the Securities Accounts originated by the Collateral Agent without further consent by the Borrower or any other Person. The Securities Intermediary covenants that it will not agree with any Person other than the Collateral Agent to comply with Entitlement Orders with respect to the Securities Accounts originated by any Person or entity other than the Collateral Agent. The Collateral Agent authorizes the Securities Intermediary to follow Entitlement Orders issued by the Borrower unless and until the Securities Intermediary receives an Entitlement Order from the Collateral Agent. Without limiting the Securities Intermediary's obligation or ability to comply with Entitlement Orders originated by the Collateral Agent, the Collateral Agent covenants with the Borrower that it shall not provide any such Entitlement Order unless an Event of Default shall have occurred and be continuing. (d) The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Collateral Agent and, for so long as no Event of Default has occurred and is continuing, the Borrower and at least five (5) Business Days' prior notice to the Secured Parties that are parties hereto or relevant representatives thereof, and shall not change the Entitlement Holder. The Securities Intermediary shall at all times act as a "securities intermediary" (within the meaning of Section 8-102(a)(14) of the UCC or, with respect to book-entry securities, in blank the applicable Federal Book-Entry Regulations) in maintaining the Securities Accounts and shall credit to each Securities Account each Financial Asset to be held in or credited to another each Securities Account pursuant to this Agreement. To the extent, if any, that the Collateral Agent is deemed to hold directly, as opposed to having a security entitlement in, any Financial Asset held by the Securities Intermediary for the Collateral Agent, the Securities Intermediary hereby agrees that it is holding such Financial Asset as the agent of the Collateral Agent and hereby expressly acknowledges and agrees that it has received notification of the Collateral Agent's security interest in such Financial Asset and that it is holding possession of such Financial Asset for the benefit of the Collateral Agent. (e) Each Securities Account shall remain held at all times by a "securities account maintained intermediary" (within the meaning of Section 8-102(a)(14) of the UCC or, with respect to book-entry securities, in the name applicable Federal Book-Entry Regulations) that is a bank organized under the laws of the United States of America or any state thereof that has offices in the State of [New York] with unsecured long-term debt which shall be rated no lower than ‘A’, ‘A2’ or the equivalent rating from each Nationally Recognized Rating Agency that provides a rating on such bank’s unsecured long-term debt and that has a total capital stock and unimpaired surplus of not less than $500,000,000. The Securities Intermediary shall give notice to the Collateral Agent and the Borrower of the location of the Securities Intermediary, Accounts and in no case will of any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable change thereof prior to the order of the Issuer use or the Administrator or specially endorsed to any of such Persons. (iii) change thereof. If at any time the Securities Intermediary shall receive an Entitlement Order from fail to meet such requirements and qualifications set forth in the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Accountfirst sentence above, the Borrower shall replace the Securities Intermediary shall comply as soon as practicable with such Entitlement Order without further consent a qualifying Securities Intermediary. (f) Any income received by the Issuer Collateral Agent with respect to the balance from time to time on deposit in each Securities Account, including any interest or capital gains on investments in overnight securities made with amounts on deposit in each Securities Account, shall be credited to the Administrator applicable Securities Account. All right, title and interest in and to the cash amounts on deposit from time to time in each Securities Account together with any investments in overnight securities from time to time made pursuant to this Section 5.11 shall constitute part of the Collateral for the Secured Obligations and shall be held for the benefit of the Secured Parties and the Borrower as their interests shall appear hereunder and shall not constitute payment of the Secured Obligations (or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary obligations to which such funds are provided hereunder to be applied) until applied thereto as provided in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other PersonAgreement. (ivg) In the event that that, notwithstanding the last sentence of clause (b) above, the Securities Intermediary has or subsequently obtains by agreement, operation of law Law or otherwise a security interest Lien in any Account of the Securities Accounts, or any Financial Asset credited thereto, or Security Entitlement credited any "securities entitlement" (as defined in Section 8-102(a)(17) of the UCC or, with respect to book-entry securities, in the applicable Federal Book-Entry Regulations) with respect thereto, the Securities Intermediary hereby agrees that such security interest Xxxx shall be subordinate to the security interest Lien of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust AccountsCollateral Agent. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vih) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations "securities intermediary's jurisdiction" of the Securities Intermediary hereunder shall continue in effect until the interest for purposes of the Indenture Trustee UCC (or the Uniform Commercial Code of any other jurisdiction to the extent applicable) is the State of New York. (i) Terms used in Section 5.10 and this Section 5.11 that are defined in the Trust Accounts and UCC shall have the meaning set forth in such Security Entitlementsthe UCC. Without limiting the foregoing, has been terminated pursuant the term "securities intermediary" shall, with respect to book-entry securities, have the meanings given to it, as applicable to the terms types of this Indenture security under: 31 C.F.R. Part 357 (sale and issue of marketable book-entry Treasury bills, notes and Senior Loan); 12 C.F.R. Part 615 (book-entry securities of the Indenture Trustee has notified Farm Credit Administration and related conditions); 12 C.F.R. 987 (book-entry securities of the Securities Intermediary of such termination in writing.Financial Federal Housing Board), 12

Securities Intermediary. The Issuer and the Indenture Trustee hereby appoint Deutsche The Bank National Trust Companyof New York Mellon, as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the NoteholdersSecured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Deutsche The Bank National Trust Companyof New York Mellon, as Securities Intermediary. Deutsche The Bank National Trust Company of New York Mellon hereby accepts such appointment as Securities Intermediary. (i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that: (A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in any and all property credited to the Trust Accounts shall be those that treated by the Securities Intermediary agrees to treat as Financial Assets; (C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons. (iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.