Common use of Securities Intermediary Clause in Contracts

Securities Intermediary. The Base Indenture and the Series 2012-1 Supplement are referred to herein as the “Indenture”. The Series 2012-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 2012-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 2012-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2012-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2012-1 Legal Final Maturity Date. All payments of principal of the Series 2012-1 Class A-2 Notes will be made pro rata to the Series 2012-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 2012-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2012-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2012-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2012-1 Supplement, and thereupon one or more new Series 2012-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 2012-1 Class A-2 Noteholder, by acceptance of a Series 2012-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2012-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 2012-1 Class A-2 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, the Series 2012-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxes. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2012-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2012-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2012-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2012-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2012-1 Class A-2 Noteholder and upon all future Series 2012-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase and holding of this Note (or any interest herein) will not constitute a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122014-1 Supplement are referred to herein as the “Indenture”. The Series 20122014-1 Class A-2 A-1 L/C Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122014-1 Class A-2 A-1 L/C Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will All L/C Obligations relating to Letters of Credit issued by the holder of this Note (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be issued deemed to be principal outstanding under this Note for all purposes of the Series 2014-1 Class A-1 Note Purchase Agreement, the Indenture and the other Related Documents other than, in minimum denominations the case of $50,000 and integral multiples Undrawn L/C Face Amounts, for purposes of $1,000 in excess thereofaccrual of interest. As provided for in the Indenture, the Series 20122014-1 Class A-2 A-1 L/C Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122014-1 Class A-2 A-1 L/C Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122014-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Series 2014-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 20122014-1 Class A-2 A-1 L/C Notes will be made pro rata to the holders of Series 20122014-1 Class A-2 Noteholders A-1 L/C Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and fees and contingent interest, if any, will each accrue on the Series 20122014-1 Class A-2 A-1 L/C Notes at the rates set forth in the Indenture. The interest and fees and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 20122014-1 Class A-2 A-1 L/C Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2014-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2014-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto (i) by wire transfer of in immediately available funds released by the Paying Agent from the Series 2014-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2014-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by DTC or its nomineecheck mailed first-class postage prepaid to such Series 2014-1 Class A-1 Noteholder at the address for such Series 2014-1 Class A-1 Noteholder appearing in the Note Register if such Series 2014-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2014-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2014-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2014-1 Class A-1 Note at the applicable Corporate Trust Office. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 20122014-1 Class A-2 A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122014-1 Supplement, and thereupon one or more new Series 20122014-1 Class A-2 A-1 L/C Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122014-1 Class A-2 A-1 Noteholder, by acceptance of a Series 20122014-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122014-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 20122014-1 Class A-2 A-1 Noteholder that, for U.S. federal, state and local income and franchise tax purposespurposes only, the Series 20122014-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2014-1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxestaxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122014-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122014-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122014-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122014-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122014-1 Class A-2 A-1 Noteholder and upon all future Series 20122014-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plana Plan or a governmental, account church, non-U.S. or other arrangement that plan which is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122024-1 Supplement are referred to herein as the “Indenture”. .” The Series 20122024-1 Class A-2 A-1 L/C Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122024-1 Class A-2 A-1 L/C Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will All L/C Obligations relating to Letters of Credit issued by the holder of this Note (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be issued deemed to be principal outstanding under this Note for all purposes of the Class A-1 Note Purchase Agreement, the Indenture and the other Transaction Documents other than, in minimum denominations the case of $50,000 and integral multiples Undrawn L/C Face Amounts, for purposes of $1,000 in excess thereofaccrual of interest. As provided for in the Indenture, the Series 20122024-1 Class A-2 A-1 L/C Notes may be prepaid, in whole or in part, at the option of the Co-IssuersIssuer. In addition, the Series 20122024-1 Class A-2 A-1 L/C Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122024-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Class A-1 Note Purchase Agreement, all payments of principal of the Series 20122024-1 Class A-2 A-1 L/C Notes will be made pro rata to the holders of Series 20122024-1 Class A-2 Noteholders A-1 L/C Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent fees and additional interest, if any, will each accrue on the Series 20122024-1 Class A-2 A-1 L/C Notes at the rates set forth in the Indenture. The interest and contingent fees and additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 20122024-1 Class A-2 A-1 L/C Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2024-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2024-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto by wire transfer of in immediately available funds released by the Paying Agent from the Series 2024-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2024-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date; provided, however, that the final principal payment due on a Series 2024-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2024-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2024-1 Class A-1 Note at the applicable Corporate Trust Office, which such surrender shall also constitute a general release by DTC or its nomineethe applicable Series 2024-1 Class A-1 Noteholder from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Issuer and the Registrar duly executed by, the Series 20122024-1 Class A-2 A-1 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122024-1 Supplement, and thereupon one or more new Series 20122024-1 Class A-2 A-1 L/C Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122024-1 Class A-2 A-1 Noteholder, by acceptance of a Series 20122024-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122024-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers Issuer and each Series 20122024-1 Class A-2 A-1 Noteholder that, for U.S. federal, state state, and local income and franchise tax purposespurposes only, the Series 20122024-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers Issuer secured by the Collateral. Each Series 2012- 2024-1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state state, and local income or franchise taxes, and any other tax imposed on or measured by income, as indebtedness of the Issuer or, if the Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122024-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Issuer and the rights of the Series 20122024-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122024-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122024-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122024-1 Class A-2 A-1 Noteholder and upon all future Series 20122024-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition and holding of this Note (or any interest herein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein as the “Indenture”. The Series 20122022-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 25,000 and integral multiples of $1,000 in any whole number denomination in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122022-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 20122022-1 Class A-2 Notes Make-Whole Prepayment Premium Consideration in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 Notes will be made pro rata to the Series 20122022-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent additional interest, if any, will each accrue on the Series 20122022-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Co-Issuers and the Registrar duly executed by, the Series 20122022-1 Class A-2 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122022-1 Class A-2 Noteholder, by acceptance of a Series 20122022-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that that, prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122022-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers and each Series 20122022-1 Class A-2 Noteholder that, for U.S. federal, state and state, local income and franchise tax purposespurposes only, the Series 20122022-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2022-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and state, local income or franchise taxes, and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122022-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122022-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122022-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122022-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122022-1 Class A-2 Noteholder and upon all future Series 20122022-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plana Plan or a governmental, account church, non-U.S. or other arrangement that plan which is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will shall not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Law. The term “Co-Issuer” as used in this Note includes any successor to a Co-Issuer. The Series 2022-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflicts of law principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed. Social Security or taxpayer I.D. or other identifying number of assignee: FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: By: 1 Signature Guaranteed: 1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever. GLOBAL SERIES 2022-1 CLASS A-2 NOTE The initial principal balance of this Rule 144A Global Series 2022-1 Class A-2 Note is $[_____]. The following exchanges of an interest in this Rule 144A Global Series 2022-1 Class A-2 Note for an interest in a corresponding Temporary Regulation S Global Series 2022-1 Class A-2 Note or a Permanent Regulation S Global Series 2022-1 Class A-2 Note have been made: Date Amount of Increase (or Decrease) in the Principal Amount of this Rule 144A Global Note Remaining Principal Amount of this Rule 144A Global Note following the Increase or Decrease Signature of Authorized Officer of Trustee or Registrar THE ISSUANCE AND SALE OF THIS TEMPORARY REGULATION S GLOBAL SERIES 2022-1 CLASS A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION. THIS TEMPORARY REGULATION S GLOBAL SERIES 2022-1 CLASS A-2 NOTE HAS NOT BEEN AND WILL NOT BE QUALIFIED FOR DISTRIBUTION TO THE PUBLIC UNDER THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA. THIS TEMPORARY REGULATION S GLOBAL SERIES 2022-1 CLASS A-2 NOTE MAY NOT BE OFFERED OR SOLD IN CANADA, DIRECTLY OR INDIRECTLY. NEITHER DRIVEN BRANDS FUNDING, LLC (THE “ISSUER”) NOR DRIVEN BRANDS CANADA FUNDING CORPORATION (THE “CANADIAN CO-ISSUER”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A CO-ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, EACH OF WHICH IS A QUALIFIED INSTITUTIONAL BUYER AND IS NOT A COMPETITOR OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON OR A COMPETITOR, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES, ANY APPLICABLE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA AND ANY OTHER RELEVANT JURISDICTION. BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT A CO-ISSUER OR AN AFFILIATE OF THE CO-ISSUERS) REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. EACH PERSON (IF NOT A CO-ISSUER OR AN AFFILIATE OF THE CO-ISSUERS) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A RULE 144A GLOBAL NOTE OR A PERMANENT REGULATION S GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO ANY CO-ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED INSTITUTIONAL BUYER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. UNLESS PERMITTED UNDER THE APPLICABLE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA, THE HOLDER OF THIS NOTE MUST NOT RESELL THIS NOTE IN CANADA BEFORE THE DATE THAT IS 4 MONTHS AND ONE DAY AFTER THE LATER OF (A) THE ORIGINAL ISSUE DATE OF THE NOTES AND (B) THE DATE ON WHICH BOTH THE CO-ISSUERS BECOME REPORTING ISSUERS UNDER THE APPLICABLE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA. IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS NOT A “U.S. PERSON.” THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein collectively as the “Indenture”. The Series 20122022-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122022-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122022-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Class A-2 Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122022-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of PaymentsPayments and certain other provisions of the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 20122022-1 Class A-2 Noteholder Notes hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each holder of Series 20122022-1 Class A-2 NoteholderNotes, by acceptance of a Series 20122022-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 20122022-1 Class A-2 Noteholder Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 2012-1 Class A-2 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, Master Issuer that the Series 20122022-1 Class A-2 Notes will evidence indebtedness qualify under applicable tax law as Indebtedness of the Co-Issuers secured by Master Issuer or, if the CollateralMaster Issuer is treated as a division of another entity for federal income tax purposes, such other entity. Each holder of Series 2012- 2022-1 Class A-2 NoteholderNotes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. United States federal, state state, local and local foreign income or franchise taxesTaxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 20122022-1 Class A-2 NoteholdersNotes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Master Issuer and the rights of the holders of Series 20122022-1 Class A-2 Noteholders Notes under the Indenture at any time by the Co-Issuers Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersNotes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersNotes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 20122022-1 Class A-2 Noteholder Notes and upon all future holders of Series 20122022-1 Class A-2 Noteholders Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note a Plan (or any interest herein) for or on behalf ofincluding, or with the assets ofwithout limitation, any planentity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), account nor a governmental, church, non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note the Series 2022-1 Notes (or any interest hereintherein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Lawsimilar law).

Securities Intermediary. The Base Indenture and the Series 20122024-1 Supplement are referred to herein as the “Indenture”. .” The Series 20122024-1 Class A-2 A-1 Swingline Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122024-1 Class A-2 A-1 Swingline Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122024-1 Class A-2 A-1 Swingline Notes may be prepaid, in whole or in part, at the option of the Co-IssuersIssuer. In addition, the Series 20122024-1 Class A-2 A-1 Swingline Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122024-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Class A-1 Note Purchase Agreement, all payments of principal of the Series 20122024-1 Class A-2 A-1 Swingline Notes will be made pro rata to the holders of Series 20122024-1 Class A-2 Noteholders A-1 Swingline Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent additional interest, if any, will each accrue on the Series 20122024-1 Class A-2 A-1 Swingline Notes at the rates set forth in the Indenture. The interest and contingent additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 20122024-1 Class A-2 A-1 Swingline Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2024-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2024-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto by wire transfer of in immediately available funds released by the Paying Agent from the Series 2024-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2024-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date; provided, however, that the final principal payment due on a Series 2024-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2024-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2024-1 Class A-1 Note at the applicable Corporate Trust Office, which such surrender shall also constitute a general release by DTC or its nomineethe applicable Series 2024-1 Class A-1 Noteholder from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Issuer and the Registrar duly executed by, the Series 20122024-1 Class A-2 A-1 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122024-1 Supplement, and thereupon one or more new Series 20122024-1 Class A-2 A-1 Swingline Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122024-1 Class A-2 A-1 Noteholder, by acceptance of a Series 20122024-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122024-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers Issuer and each Series 20122024-1 Class A-2 A-1 Noteholder that, for U.S. federal, state state, and local income and franchise tax purposespurposes only, the Series 20122024-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers Issuer secured by the Collateral. Each Series 2012- 2024-1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state state, and local income or franchise taxes, and any other tax imposed on or measured by income, as indebtedness of the Issuer or, if the Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122024-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Issuer and the rights of the Series 20122024-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122024-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122024-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122024-1 Class A-2 A-1 Noteholder and upon all future Series 20122024-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, ERISA ,Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition and holding of this Note (or any interest herein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122024-1 Supplement are referred to herein collectively as the “Indenture”. The Series 20122024-1 Class A-2 A-2-II Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122024-1 Class A-2 A-2-II Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122024-1 Class A-2 A-2-II Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122024-1 Class A-2 A-2-II Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122024-1 Class A-2 MakeA-2-II Make- Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122024-1 Class A-2 A-2-II Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122024-1 Class A-2-II Legal Final Maturity Date. All payments of principal of the Series 20122024-1 Class A-2 A-2-II Notes will be made pro rata to the holders of Series 20122024-1 Class A-2 Noteholders A-2-II Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122024-1 Class A-2 A-2-II Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122024-1 Class A-2 A-2-II Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2012-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2012-1 Supplement, and thereupon one or more new Series 2012-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 2012-1 Class A-2 Noteholder, by acceptance of a Series 2012-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2012-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 2012-1 Class A-2 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, the Series 2012-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxes. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2012-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2012-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2012-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2012-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2012-1 Class A-2 Noteholder and upon all future Series 2012-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase and holding of this Note (or any interest herein) will not constitute a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein as the “Indenture”. The Series 20122022-1 Class A-2 A-2-II Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-2-II Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-2-II Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122022-1 Class A-2 A-2-II Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122022-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 A-2-II Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 A-2-II Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-2-II Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-2-II Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 A-2-II Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of PaymentsPayments and certain other provisions of the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 20122022-1 Class A-2 Noteholder A-2-II Notes hereof or his or her attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-2-II Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each holder of Series 20122022-1 Class A-2 NoteholderA-2-II Notes, by acceptance of a Series 20122022-1 Class A-2 A-2-II Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 20122022-1 Class A-2 Noteholder A-2-II Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Master Issuer that the Series 20122022-1 Class A-2 Noteholder thatA-2-II Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for U.S. federal, state and local federal income and franchise tax purposes, the such other entity. Each holder of Series 20122022-1 Class A-2 Notes will evidence indebtedness of the CoA-2-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 NoteholderII Notes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. United States federal, state state, local and local foreign income or franchise taxesTaxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 20122022-1 Class A-2 NoteholdersA-2-II Notes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Master Issuer and the rights of the holders of Series 20122022-1 Class A-2 Noteholders A-2-II Notes under the Indenture at any time by the Co-Issuers Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-II Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-II Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 20122022-1 Class A-2 Noteholder A-2-II Notes and upon all future holders of Series 20122022-1 Class A-2 Noteholders A-2-II Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plana Plan or a governmental, account church, non-U.S. or other arrangement that plan which is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122018-1 Supplement are referred to herein collectively as the “Indenture”. The Series 20122018-1 Class A-2 A-2-I Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122018-1 Class A-2 A-2-I Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122018-1 Class A-2 A-2-I Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122018-1 Class A-2 A-2-I Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122018-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122018-1 Class A-2 A-2-I Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122018-1 Class A-2 Legal Final Maturity Date. All payments of principal of the Series 20122018-1 Class A-2 A-2-I Notes will be made pro rata to the holders of Series 20122018-1 Class A-2 Noteholders A-2-I Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122018-1 Class A-2 A-2-I Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122018-1 Class A-2 A-2-I Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of PaymentsPayments and certain other provisions of the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 20122018-1 Class A-2 Noteholder A-2-I Notes hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122018-1 Supplement, and thereupon one or more new Series 20122018-1 Class A-2 A-2-I Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each holder of Series 20122018-1 Class A-2 NoteholderA-2-I Notes, by acceptance of a Series 20122018-1 Class A-2 A-2-I Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 20122018-1 Class A-2 Noteholder A-2-I Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Master Issuer that the Series 20122018-1 Class A-2 Noteholder thatA-2-I Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for U.S. federal, state and local federal income and franchise tax purposes, the such other entity. Each holder of Series 20122018-1 Class A-2 Notes will evidence indebtedness of the CoA-2-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 NoteholderI Notes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. United States federal, state state, local and local foreign income or franchise taxesTaxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 20122018-1 Class A-2 NoteholdersA-2-I Notes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Master Issuer and the rights of the holders of Series 20122018-1 Class A-2 Noteholders A-2-I Notes under the Indenture at any time by the Co-Issuers Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 20122018-1 Class A-2 NoteholdersA-2-I Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 20122018-1 Class A-2 NoteholdersA-2-I Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 20122018-1 Class A-2 Noteholder A-2-I Notes and upon all future holders of Series 20122018-1 Class A-2 Noteholders A-2-I Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note a Plan (or any interest herein) for or on behalf ofincluding, or with the assets ofwithout limitation, any planentity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), account nor a governmental, church, non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note the Series 2018-1 Notes (or any interest hereintherein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Lawsimilar law).

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein as the “Indenture”. The Series 20122022-1 Class A-2 A-1 L/C Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-1 L/C Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will All L/C Obligations relating to Letters of Credit issued by the holder of this Note (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be issued deemed to be principal outstanding under this Note for all purposes of the Class A-1 Note Purchase Agreement, the Indenture and the other Transaction Documents other than, in minimum denominations the case of $50,000 and integral multiples Undrawn L/C Face Amounts, for purposes of $1,000 in excess thereofaccrual of interest. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-1 L/C Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122022-1 Class A-2 A-1 L/C Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Class A-1 Note Purchase Agreement, all payments of principal of the Series 20122022-1 Class A-2 A-1 L/C Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-1 L/C Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent fees and additional interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-1 L/C Notes at the rates set forth in the Indenture. The interest and contingent fees and additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 20122022-1 Class A-2 A-1 L/C Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2022-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2022-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto by wire transfer of in immediately available funds released by the Paying Agent from the Series 2022-1 Class A-1 Distribution Account no later than 1:00 p.m. (New York City time) if a Series 2022-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date; provided that the final principal payment due on a Series 2022-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2022-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2022-1 Class A-1 Note at the applicable Corporate Trust Office, which such surrender by DTC or its nomineethe Series 2022-1 Class A-1 Noteholders shall also constitute a general release by the Series 2022-1 Class A-1 Noteholders hereof from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Co-Issuers and the Note Registrar duly executed by, the Series 20122022-1 Class A-2 A-1 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Note Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-1 L/C Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122022-1 Class A-2 A-1 Noteholder, by acceptance of a Series 20122022-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122022-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, provided that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers and each Series 20122022-1 Class A-2 A-1 Noteholder that, for U.S. federal, state and state, local income and franchise tax purposespurposes only, the Series 20122022-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2022-1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and state, local income or franchise taxestaxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122022-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122022-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122022-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122022-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122022-1 Class A-2 A-1 Noteholder and upon all future Series 20122022-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring neither a Plan (including, without limitation, an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or holding this Note (or any interest hereinotherwise) for or on behalf ofnor a governmental, or with the assets ofchurch, any plan, account non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any federal, state, local or non-U.S. law that is similar to the provisions of any applicable Similar LawSection 406 of ERISA or Section 4975 of the Code.

Securities Intermediary. The Base Indenture and the Series 20122014-1 Supplement are referred to herein as the “Indenture”. The Series 20122014-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122014-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122014-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122014-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 20122014-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122014-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122014-1 Legal Final Maturity Date. All payments of principal of the Series 20122014-1 Class A-2 Notes will be made pro rata to the Series 20122014-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122014-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122014-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Co-Issuers and the Registrar duly executed by, the Series 20122014-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122014-1 Supplement, and thereupon one or more new Series 20122014-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122014-1 Class A-2 Noteholder, by acceptance of a Series 20122014-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122014-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 20122014-1 Class A-2 Noteholder that, for U.S. federal, state and local income and franchise tax purposespurposes only, the Series 20122014-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2014-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxestaxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122014-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122014-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122014-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2012-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2012-1 Class A-2 Noteholder and upon all future Series 2012-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase and holding of this Note (or any interest herein) will not constitute a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.A-2

Securities Intermediary. The Base Indenture and the Series 20122013-1 Supplement are referred to herein as the “Indenture”. The Series 20122013-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122013-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122013-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122013-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 20122013-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122013-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122013-1 Legal Final Maturity Date. All payments of principal of the Series 20122013-1 Class A-2 Notes will be made pro rata to the Series 20122013-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122013-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122013-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 20122013-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122013-1 Supplement, and thereupon one or more new Series 20122013-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122013-1 Class A-2 Noteholder, by acceptance of a Series 20122013-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122013-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 20122013-1 Class A-2 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, the Series 20122013-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2013- 1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxes. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122013-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122013-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122013-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122013-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122013-1 Class A-2 Noteholder and upon all future Series 20122013-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase and holding of this Note (or any interest herein) will not constitute a nonexempt non­exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122024-1 Supplement are referred to herein as the “Indenture”. The Series 20122024-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122024-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 25,000 and integral multiples of $1,000 in any whole number denomination in excess thereof. As provided for in the Indenture, the Series 20122024-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122024-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 20122024-1 Class A-2 Notes Make-Whole Prepayment Premium Consideration in connection with a mandatory or optional prepayment of the Series 20122024-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122024-1 Legal Final Maturity Date. All payments of principal of the Series 20122024-1 Class A-2 Notes will be made pro rata to the Series 20122024-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent additional interest, if any, will each accrue on the Series 20122024-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122024-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Co-Issuers and the Registrar duly executed by, the Series 20122024-1 Class A-2 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122024-1 Supplement, and thereupon one or more new Series 20122024-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122024-1 Class A-2 Noteholder, by acceptance of a Series 20122024-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that that, prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122024-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers and each Series 20122024-1 Class A-2 Noteholder that, for U.S. federal, state and state, local income and franchise tax purposespurposes only, the Series 20122024-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2024-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and state, local income or franchise taxes, and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122024-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122024-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122024-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122024-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122024-1 Class A-2 Noteholder and upon all future Series 20122024-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plana Plan or a governmental, account church, non-U.S. or other arrangement that plan which is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will shall not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Law.. The term “Co-Issuer” as used in this Note includes any successor to a Co-Issuer. The Series 2024-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflicts of law principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed. Social Security or taxpayer I.D. or other identifying number of assignee: FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: By: 1 Signature Guaranteed: 1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever. GLOBAL SERIES 2024-1 CLASS A-2 NOTE The initial principal balance of this Permanent Regulation S Global Series 2024-1 Class A-2 Note is $[ ]. The following exchanges of an interest in this Permanent Regulation S Global Series 2024-1 Class A-2 Note for an interest in a corresponding Rule 144A Global Series 2024-1 Class A-2 Note or a Temporary Regulation S Global Series 2024-1 Class A-2 Note have been made: FOR TRANSFERS OF SERIES 2024-1 CLASS A-1 NOTES Citibank, N.A., as Trustee 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Floor Jersey City, New Jersey 07310 Attention: Securities Window – Driven Brands Re: Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation Series 2024-1 Variable Funding Senior Secured Notes, Class A-1 Subclass: Series 2024-1 Class A-1 Advance Notes (the “Notes”) Reference is hereby made to (i) the Amended and Restated Base Indenture, dated as of April 24, 2018 (as amended by the Amendment No. 1 to the Base Indenture, dated as of March 19, 2019, Amendment No. 2 to the Base Indenture, dated as of June 15, 2019, Amendment No. 3 to the Base Indenture, dated as of September 17, 2019, Amendment No. 4 to the Base Indenture, dated as of July 6, 2020, Amendment No. 5 to the Base Indenture, dated as of December 14, 2020, Amendment No. 6 to the Base Indenture, dated as of March 30, 2021, Amendment No. 7 to the Base Indenture, dated as of March 30, 2021, Amendment No. 8 to the Base Indenture, dated as of September 29, 2021, Amendment No. 9 to the Base Indenture, dated as of October 5, 2022, Amendment No. 10 to the Base Indenture, dated as of July 3, 2024, Amendment No. 11 to the Base Indenture, dated as of July 29, 2024, and as may be further amended, restated, amended and restated, supplemented or modified, the “Base Indenture”), among Driven Brands Funding, LLC (the “Issuer”) and Driven Brands Canada Funding Corporation (the “Canadian Co-Issuer” and together with the Issuer, the “Co-Issuers” and each, a “Co-Issuer”), and Citibank, N.A., as trustee (in such capacity, the “Trustee”, which term includes any successor Trustee under the Base Indenture) and as securities intermediary, and (ii) the Series 2024-1 Supplement to the Base Indenture, dated as of July 29, 2024 (as amended, restated, amended and restated, supplemented or modified, the “Supplement” and, together with the Base Indenture, the “Indenture”), among the Co-Issuers, the Trustee and Citibank, N.A., as Series 2024-1 securities intermediary. The Notes are subject to all terms of the Indenture. Capitalized terms used but not defined herein shall have the meanings assigned to them pursuant to the Indenture or the Class A-1 Note Purchase Agreement, as applicable. This certificate relates to U.S.$[ ] aggregate principal amount of Notes registered in the name of [ ] [name of transferor] (the “Transferor”) and held in the form of [a Definitive Note][an Uncertificated Note], who wishes to effect the transfer of such Notes in exchange for an equivalent principal amount of Notes of the same Subclass in the name of [ ] [name of transferee] (the “Transferee”) to be held in the form of [a Definitive Note][an Uncertificated Note]. In connection with such request, and in respect of such Notes, the Transferee does hereby certify that either (A) it is a Co-Issuer or an Affiliate of a Co-Issuer or (B) such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Class A-1 Note Purchase Agreement, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person who is not a Competitor. In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Co-Issuers and the Trustee that either it is a Co-Issuer or an Affiliate of a Co-Issuer or:

Securities Intermediary. The Base Indenture and the Series 20122024-1 Supplement are referred to herein as the “Indenture”. The Series 20122024-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122024-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 25,000 and integral multiples of $1,000 in any whole number denomination in excess thereof. As provided for in the Indenture, the Series 20122024-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122024-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 20122024-1 Class A-2 Notes Make-Whole Prepayment Premium Consideration in connection with a mandatory or optional prepayment of the Series 20122024-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122024-1 Legal Final Maturity Date. All payments of principal of the Series 20122024-1 Class A-2 Notes will be made pro rata to the Series 20122024-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent additional interest, if any, will each accrue on the Series 20122024-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122024-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Co-Issuers and the Registrar duly executed by, the Series 20122024-1 Class A-2 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122024-1 Supplement, and thereupon one or more new Series 20122024-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122024-1 Class A-2 Noteholder, by acceptance of a Series 20122024-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that that, prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122024-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers and each Series 20122024-1 Class A-2 Noteholder that, for U.S. federal, state and state, local income and franchise tax purposespurposes only, the Series 20122024-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2024-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and state, local income or franchise taxes, and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122024-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122024-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122024-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122024-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122024-1 Class A-2 Noteholder and upon all future Series 20122024-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plana Plan or a governmental, account church, non-U.S. or other arrangement that plan which is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will shall not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Law.. The term “Co-Issuer” as used in this Note includes any successor to a Co-Issuer. The Series 2024-1 Class A-2 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflicts of law principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Co-Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed. Social Security or taxpayer I.D. or other identifying number of assignee: FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: By: 1 Signature Guaranteed:

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein as the “Indenture”. The Series 20122022-1 Class A-2 A-1 Advance Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-1 Advance Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-1 Advance Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122022-1 Class A-2 A-1 Advance Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Class A-1 Note Purchase Agreement, all payments of principal of the Series 20122022-1 Class A-2 A-1 Advance Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-1 Advance Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent additional interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-1 Advance Notes at the rates set forth in the Indenture. The interest and contingent additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 20122022-1 Class A-2 A-1 Advance Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2022-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2022-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto by wire transfer of in immediately available funds released by the Paying Agent from the Series 2022-1 Class A-1 Distribution Account no later than 1:00 p.m. (New York City time) if a Series 2022-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date; provided that the final principal payment due on a Series 2022-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2022-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2022-1 Class A-1 Note at the applicable Corporate Trust Office, which such surrender by DTC or its nomineethe Series 2022-1 Class A-1 Noteholders shall also constitute a general release by the Series 2022-1 Class A-1 Noteholders hereof from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Co-Issuers and the Note Registrar duly executed by, the Series 20122022-1 Class A-2 A-1 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Note Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-1 Advance Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122022-1 Class A-2 A-1 Noteholder, by acceptance of a Series 20122022-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122022-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, provided that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers and each Series 20122022-1 Class A-2 A-1 Noteholder that, for U.S. federal, state and state, local income and franchise tax purposespurposes only, the Series 20122022-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2022-1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and state, local income or franchise taxestaxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122022-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122022-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122022-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122022-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122022-1 Class A-2 A-1 Noteholder and upon all future Series 20122022-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring neither a Plan (including, without limitation, an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or holding this Note (or any interest hereinotherwise) for or on behalf ofnor a governmental, or with the assets ofchurch, any plan, account non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any federal, state, local or non-U.S. law that is similar to the provisions of any applicable Similar LawSection 406 of ERISA or Section 4975 of the Code.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein collectively as the “Indenture”. The Series 20122022-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122022-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122022-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Class A-2 Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122022-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of PaymentsPayments and certain other provisions of the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 20122022-1 Class A-2 Noteholder Notes hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each holder of Series 20122022-1 Class A-2 NoteholderNotes, by acceptance of a Series 20122022-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 20122022-1 Class A-2 Noteholder Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 2012-1 Class A-2 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, Master Issuer that the Series 20122022-1 Class A-2 Notes will evidence indebtedness qualify under applicable tax law as Indebtedness of the Co-Issuers secured by Master Issuer or, if the CollateralMaster Issuer is treated as a division of another entity for federal income tax purposes, such other entity. Each holder of Series 2012- 2022-1 Class A-2 NoteholderNotes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. United States federal, state state, local and local foreign income or franchise taxesTaxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 20122022-1 Class A-2 NoteholdersNotes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Master Issuer and the rights of the holders of Series 20122022-1 Class A-2 Noteholders Notes under the Indenture at any time by the Co-Issuers Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersNotes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersNotes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holder of Series 20122022-1 Class A-2 Noteholder Notes and upon all future holders of Series 20122022-1 Class A-2 Noteholders Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note a Plan (or any interest herein) for or on behalf ofincluding, or with the assets ofwithout limitation, any planentity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), account nor a governmental, church, non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note the Series 2022-1 Notes (or any interest hereintherein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Lawsimilar law).

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein collectively as the “Indenture”. The Series 20122022-1 Class A-2 A-2-I Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-2-I Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-2-I Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122022-1 Class A-2 A-2-I Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122022-1 Class A-2 A-2-I Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 A-2-I Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Class A-2-I Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 A-2-I Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-2-I Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-2-I Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 A-2-I Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of PaymentsPayments and certain other provisions of the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 20122022-1 Class A-2 Noteholder A-2-I Notes hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-2-I Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each holder of Series 20122022-1 Class A-2 NoteholderA-2-I Notes, by acceptance of a Series 20122022-1 Class A-2 A-2-I Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 20122022-1 Class A-2 Noteholder A-2-I Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Master Issuer that the Series 20122022-1 Class A-2 Noteholder thatA-2-I Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for U.S. federal, state and local federal income and franchise tax purposes, the such other entity. Each holder of Series 20122022-1 Class A-2 Notes will evidence indebtedness of the CoA-2-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 NoteholderI Notes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. United States federal, state state, local and local foreign income or franchise taxesTaxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 20122022-1 Class A-2 NoteholdersA-2-I Notes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Master Issuer and the rights of the holders of Series 20122022-1 Class A-2 Noteholders A-2-I Notes under the Indenture at any time by the Co-Issuers Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-I Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-I Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holder of Series 20122022-1 Class A-2 Noteholder A-2-I Notes and upon all future holders of Series 20122022-1 Class A-2 Noteholders A-2-I Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note a Plan (or any interest herein) for or on behalf ofincluding, or with the assets ofwithout limitation, any planentity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), account nor a governmental, church, non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note the Series 2022-1 Notes (or any interest hereintherein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Lawsimilar law).

Securities Intermediary. The Base Indenture and the Series 2012-1 Supplement are referred to herein as the “Indenture”. The Series 2012-1 Class A-2 A-1 L/C Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 2012-1 Class A-2 A-1 L/C Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will All L/C Obligations relating to Letters of Credit issued by the holder of this Note (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be issued deemed to be principal outstanding under this Note for all purposes of the Series 2012-1 Class A-1 Note Purchase Agreement, the Indenture and the other Related Documents other than, in minimum denominations the case of $50,000 and integral multiples Undrawn L/C Face Amounts, for purposes of $1,000 in excess thereofaccrual of interest. As provided for in the Indenture, the Series 2012-1 Class A-2 A-1 L/C Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2012-1 Class A-2 A-1 L/C Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2012-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Series 2012-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2012-1 Class A-2 A-1 L/C Notes will be made pro rata to the holders of Series 2012-1 Class A-2 Noteholders A-1 L/C Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and fees and contingent interest, if any, will each accrue on the Series 2012-1 Class A-2 A-1 L/C Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, Such amounts will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 2012-1 Class A-2 A-1 L/C Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2012-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2012-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto (i) by wire transfer of in immediately available funds released by the Paying Agent from the Series 2012-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2012-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by DTC or its nomineecheck mailed first-class postage prepaid to such Series 2012-1 Class A-1 Noteholder at the address for such Series 2012-1 Class A-1 Noteholder appearing in the Note Register if such Series 2012-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2012-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2012-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2012-1 Class A-1 Note at the applicable Corporate Trust Office. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2012-1 Class A-2 A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2012-1 Supplement, and thereupon one or more new Series 2012-1 Class A-2 A-1 L/C Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 2012-1 Class A-2 A-1 Noteholder, by acceptance of a Series 2012-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2012-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 2012-1 Class A-2 A-1 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, the Series 2012-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxes. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2012-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2012-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2012-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2012-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2012-1 Class A-2 A-1 Noteholder and upon all future Series 2012-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase and holding of this Note (or any interest herein) will not constitute a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein as the “Indenture”. The Series 20122022-1 Class A-2 A-1 Swingline Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-1 Swingline Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-1 Swingline Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122022-1 Class A-2 A-1 Swingline Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Class A-1 Note Purchase Agreement, all payments of principal of the Series 20122022-1 Class A-2 A-1 Swingline Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-1 Swingline Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent additional interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-1 Swingline Notes at the rates set forth in the Indenture. The interest and contingent additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 20122022-1 Class A-2 A-1 Swingline Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2022-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2022-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto by wire transfer of in immediately available funds released by the Paying Agent from the Series 2022-1 Class A-1 Distribution Account no later than 1:00 p.m. (New York City time) if a Series 2022-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date; provided that the final principal payment due on a Series 2022-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2022-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2022-1 Class A-1 Note at the applicable Corporate Trust Office, which such surrender by DTC or its nomineethe Series 2022-1 Class A-1 Noteholders shall also constitute a general release by the Series 2022-1 Class A-1 Noteholders hereof from any claims against the Securitization Entities, the Manager, the Trustee and their affiliates. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Co-Issuers and the Note Registrar duly executed by, the Series 20122022-1 Class A-2 A-1 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Note Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-1 Swingline Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122022-1 Class A-2 A-1 Noteholder, by acceptance of a Series 20122022-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122022-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, provided that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers and each Series 20122022-1 Class A-2 A-1 Noteholder that, for U.S. federal, state and state, local income and franchise tax purposespurposes only, the Series 20122022-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2022-1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and state, local income or franchise taxestaxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122022-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122022-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122022-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122022-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122022-1 Class A-2 A-1 Noteholder and upon all future Series 20122022-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring neither a Plan (including, without limitation, an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or holding this Note (or any interest hereinotherwise) for or on behalf ofnor a governmental, or with the assets ofchurch, any plan, account non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any federal, state, local or non-U.S. law that is similar to the provisions of any applicable Similar LawSection 406 of ERISA or Section 4975 of the Code.

Securities Intermediary. The Base Indenture and the Series 20122013-1 Supplement are referred to herein as the “Indenture”. The Series 20122013-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122013-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122013-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122013-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 20122013-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122013-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122013-1 Legal Final Maturity Date. All payments of principal of the Series 20122013-1 Class A-2 Notes will be made pro rata to the Series 20122013-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122013-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122013-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 20122013-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122013-1 Supplement, and thereupon one or more new Series 20122013-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122013-1 Class A-2 Noteholder, by acceptance of a Series 20122013-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122013-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 20122013-1 Class A-2 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, the Series 20122013-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2013-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxes. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122013-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122013-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122013-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122013-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122013-1 Class A-2 Noteholder and upon all future Series 20122013-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase and holding of this Note (or any interest herein) will not constitute a nonexempt non­exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein collectively as the “Indenture”. The Series 20122022-1 Class A-2 A-2-II Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-2-II Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-2-II Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122022-1 Class A-2 A-2-II Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122022-1 Class A-2 A-2-II Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 A-2-II Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Class A-2-II Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 A-2-II Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-2-II Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-2-II Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 A-2-II Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of PaymentsPayments and certain other provisions of the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 20122022-1 Class A-2 Noteholder A-2-II Notes hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-2-II Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each holder of Series 20122022-1 Class A-2 NoteholderA-2-II Notes, by acceptance of a Series 20122022-1 Class A-2 A-2-II Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 20122022-1 Class A-2 Noteholder A-2-II Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Master Issuer that the Series 20122022-1 Class A-2 Noteholder thatA-2-II Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for U.S. federal, state and local federal income and franchise tax purposes, the such other entity. Each holder of Series 20122022-1 Class A-2 Notes will evidence indebtedness of the CoA-2-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 NoteholderII Notes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. United States federal, state state, local and local foreign income or franchise taxesTaxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 20122022-1 Class A-2 NoteholdersA-2-II Notes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Master Issuer and the rights of the holders of Series 20122022-1 Class A-2 Noteholders A-2-II Notes under the Indenture at any time by the Co-Issuers Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-II Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-II Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holder of Series 20122022-1 Class A-2 Noteholder A-2-II Notes and upon all future holders of Series 20122022-1 Class A-2 Noteholders A-2-II Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note a Plan (or any interest herein) for or on behalf ofincluding, or with the assets ofwithout limitation, any planentity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), account nor a governmental, church, non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note the Series 2022-1 Notes (or any interest hereintherein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Lawsimilar law).

Securities Intermediary. The Base Indenture and the Series 20122024-1 Supplement are referred to herein collectively as the “Indenture”. The Series 20122024-1 Class A-2 A-2-I Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122024-1 Class A-2 A-2-I Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122024-1 Class A-2 A-2-I Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122024-1 Class A-2 A-2-I Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122024-1 Class A-2 MakeA-2-I Make- Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122024-1 Class A-2 A-2-I Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122024-1 Class A-2-I Legal Final Maturity Date. All payments of principal of the Series 20122024-1 Class A-2 A-2-I Notes will be made pro rata to the holders of Series 20122024-1 Class A-2 Noteholders A-2-I Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122024-1 Class A-2 A-2-I Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122024-1 Class A-2 A-2-I Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2012-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2012-1 Supplement, and thereupon one or more new Series 2012-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 2012-1 Class A-2 Noteholder, by acceptance of a Series 2012-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2012-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 2012-1 Class A-2 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, the Series 2012-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxes. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2012-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2012-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2012-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2012-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2012-1 Class A-2 Noteholder and upon all future Series 2012-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase and holding of this Note (or any interest herein) will not constitute a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein as the “Indenture”. The Series 20122022-1 Class A-2 A-2-I Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-2-I Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-2-I Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122022-1 Class A-2 A-2-I Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122022-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 A-2-I Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 A-2-I Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-2-I Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-2-I Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 A-2-I Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of PaymentsPayments and certain other provisions of the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 20122022-1 Class A-2 Noteholder A-2-I Notes hereof or his or her attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-2-I Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each holder of Series 20122022-1 Class A-2 NoteholderA-2-I Notes, by acceptance of a Series 20122022-1 Class A-2 A-2-I Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 20122022-1 Class A-2 Noteholder A-2-I Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Master Issuer that the Series 20122022-1 Class A-2 Noteholder thatA-2-I Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for U.S. federal, state and local federal income and franchise tax purposes, the such other entity. Each holder of Series 20122022-1 Class A-2 Notes will evidence indebtedness of the CoA-2-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 NoteholderI Notes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. United States federal, state state, local and local foreign income or franchise taxesTaxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 20122022-1 Class A-2 NoteholdersA-2-I Notes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Master Issuer and the rights of the holders of Series 20122022-1 Class A-2 Noteholders A-2-I Notes under the Indenture at any time by the Co-Issuers Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-I Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-I Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 20122022-1 Class A-2 Noteholder A-2-I Notes and upon all future holders of Series 20122022-1 Class A-2 Noteholders A-2-I Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plana Plan or a governmental, account church, non-U.S. or other arrangement that plan which is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein as the “Indenture”. The Series 20122022-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 25,000 and integral multiples of $1,000 in any whole number denomination in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122022-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 20122022-1 Class A-2 Notes Make-Whole Prepayment Premium Consideration in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 Notes will be made pro rata to the Series 20122022-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent additional interest, if any, will each accrue on the Series 20122022-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note (other than any Uncertificated Note) may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Co-Issuers and the Registrar duly executed by, the Series 20122022-1 Class A-2 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122022-1 Class A-2 Noteholder, by acceptance of a Series 20122022-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that that, prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122022-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers and each Series 20122022-1 Class A-2 Noteholder that, for U.S. federal, state and state, local income and franchise tax purposespurposes only, the Series 20122022-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2022-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and state, local income or franchise taxes, and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122022-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122022-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122022-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122022-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122022-1 Class A-2 Noteholder and upon all future Series 20122022-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plana Plan or a governmental, account church, non-U.S. or other arrangement that plan which is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will shall not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122014-1 Supplement are referred to herein as the “Indenture”. The Series 20122014-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122014-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122014-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122014-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 20122014-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122014-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122014-1 Legal Final Maturity Date. All payments of principal of the Series 20122014-1 Class A-2 Notes will be made pro rata to the Series 20122014-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122014-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122014-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Co-Issuers and the Registrar duly executed by, the Series 20122014-1 Class A-2 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122014-1 Supplement, and thereupon one or more new Series 20122014-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122014-1 Class A-2 Noteholder, by acceptance of a Series 20122014-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122014-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 20122014-1 Class A-2 Noteholder that, for U.S. federal, state and local income and franchise tax purposespurposes only, the Series 20122014-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2014-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxestaxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122014-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122014-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122014-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122014-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122014-1 Class A-2 Noteholder and upon all future Series 20122014-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring a Plan or holding this Note (or any interest herein) for or on behalf ofa governmental, or with the assets ofchurch, any plan, account non-U.S. or other arrangement that plan which is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein collectively as the “Indenture”. The Series 20122022-1 Class A-2 A-2-I Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-2-I Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-2-I Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122022-1 Class A-2 A-2-I Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122022-1 Class A-2 A-2-I Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 A-2-I Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Class A-2-I Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 A-2-I Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-2-I Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-2-I Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 A-2-I Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of PaymentsPayments and certain other provisions of the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 20122022-1 Class A-2 Noteholder A-2-I Notes hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-2-I Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each holder of Series 20122022-1 Class A-2 NoteholderA-2-I Notes, by acceptance of a Series 20122022-1 Class A-2 A-2-I Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 20122022-1 Class A-2 Noteholder A-2-I Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Master Issuer that the Series 20122022-1 Class A-2 Noteholder thatA-2-I Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for U.S. federal, state and local federal income and franchise tax purposes, the such other entity. Each holder of Series 20122022-1 Class A-2 Notes will evidence indebtedness of the CoA-2-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 NoteholderI Notes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. United States federal, state state, local and local foreign income or franchise taxesTaxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 20122022-1 Class A-2 NoteholdersA-2-I Notes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Master Issuer and the rights of the holders of Series 20122022-1 Class A-2 Noteholders A-2-I Notes under the Indenture at any time by the Co-Issuers Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-I Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-I Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 20122022-1 Class A-2 Noteholder A-2-I Notes and upon all future holders of Series 20122022-1 Class A-2 Noteholders A-2-I Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note a Plan (or any interest herein) for or on behalf ofincluding, or with the assets ofwithout limitation, any planentity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), account nor a governmental, church, non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note the Series 2022-1 Notes (or any interest hereintherein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Lawsimilar law).

Securities Intermediary. The Base Indenture and the Series 2012-1 Supplement are referred to herein as the “Indenture”. The Series 2012-1 Class A-2 A-1 Advance Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 2012-1 Class A-2 A-1 Advance Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 2012-1 Class A-2 A-1 Advance Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2012-1 Class A-2 A-1 Advance Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2012-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Series 2012-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2012-1 Class A-2 A-1 Advance Notes will be made pro rata to the holders of Series 2012-1 Class A-2 Noteholders A-1 Advance Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 2012-1 Class A-2 A-1 Advance Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, Such amounts will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 2012-1 Class A-2 A-1 Advance Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2012-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2012-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto (i) by wire transfer of in immediately available funds released by the Paying Agent from the Series 2012-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2012-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by DTC or its nomineecheck mailed first-class postage prepaid to such Series 2012-1 Class A-1 Noteholder at the address for such Series 2012-1 Class A-1 Noteholder appearing in the Note Register if such Series 2012-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2012-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2012-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2012-1 Class A-1 Note at the applicable Corporate Trust Office. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2012-1 Class A-2 A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2012-1 Supplement, and thereupon one or more new Series 2012-1 Class A-2 A-1 Advance Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 2012-1 Class A-2 A-1 Noteholder, by acceptance of a Series 2012-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2012-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 2012-1 Class A-2 A-1 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, the Series 2012-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxes. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2012-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2012-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2012-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2012-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2012-1 Class A-2 A-1 Noteholder and upon all future Series 2012-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase and holding of this Note (or any interest herein) will not constitute a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein as the “Indenture”. .” The Series 20122022-1 Class A-2 A-1 Advance Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-1 Advance Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-1 Advance Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122022-1 Class A-2 A-1 Advance Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Class A-1 Note Purchase Agreement, all payments of principal of the Series 20122022-1 Class A-2 A-1 Advance Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-1 Advance Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent additional interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-1 Advance Notes at the rates set forth in the Indenture. The interest and contingent additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 20122022-1 Class A-2 A-1 Advance Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2022-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2022-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto (i) by wire transfer of in immediately available funds released by the Paying Agent from the Series 2022-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2022-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date; provided, however, that the final principal payment due on a Series 2022-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2022-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2022-1 Class A-1 Note (other than any Uncertificated Note) at the applicable Corporate Trust Office, which such surrender by DTC or its nomineethe Series 2022-1 Class A-1 Noteholders shall also constitute a general release by the applicable Series 2022-1 Class A-1 Noteholder from any claims against the Securitization Entities, the Managers, the Trustee and their affiliates. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note (other than any Uncertificated Note) may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Co-Issuers and the Registrar duly executed by, the Series 20122022-1 Class A-2 A-1 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-1 Advance Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122022-1 Class A-2 A-1 Noteholder, by acceptance of a Series 20122022-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122022-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers and each Series 20122022-1 Class A-2 A-1 Noteholder that, for U.S. federal, state state, and local income and franchise tax purposespurposes only, the Series 20122022-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2022-1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state state, and local income or franchise taxes, and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122022-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122022-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122022-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122022-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122022-1 Class A-2 A-1 Noteholder and upon all future Series 20122022-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition and holding of this Note (or any interest herein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122023-1 Supplement are referred to herein as the “Indenture”. The Series 20122023-1 Class A-2 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122023-1 Class A-2 Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122023-1 Class A-2 Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122023-1 Class A-2 Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 20122023-1 Class A-2 Make-Whole Prepayment Premium Consideration in connection with a mandatory or optional prepayment of the Series 20122023-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122023-1 Legal Final Maturity Date. All payments of principal of the Series 20122023-1 Class A-2 Notes will be made pro rata to the Series 20122023-1 Class A-2 Noteholders entitled thereto. Principal of and interest on this Note which is payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent additional interest, if any, will each accrue on the Series 20122023-1 Class A-2 Notes at the rates set forth in the Indenture. The interest and contingent additional interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122023-1 Class A-2 Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Co-Issuers and the Note Registrar duly executed by, the Series 20122023-1 Class A-2 Noteholder hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Note Registrar may require and as may be required by the Series 20122023-1 Supplement, and thereupon one or more new Series 20122023-1 Class A-2 Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122023-1 Class A-2 Noteholder, by acceptance of a Series 20122023-1 Class A-2 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122023-1 Class A-2 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, provided that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Transaction Document. It is the intent of the Co-Issuers and each Series 20122023-1 Class A-2 Noteholder that, for U.S. federal, state and state, local income and franchise tax purposespurposes only, the Series 20122023-1 Class A-2 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2023-1 Class A-2 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and state, local income or franchise taxestaxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122023-1 Class A-2 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122023-1 Class A-2 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122023-1 Class A-2 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122023-1 Class A-2 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122023-1 Class A-2 Noteholder and upon all future Series 20122023-1 Class A-2 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring neither a Plan (including an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or holding this Note (or any interest hereinotherwise) for or on behalf ofnor a governmental, or with the assets ofchurch, any plan, account non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any federal, state, local or non-U.S. law that is similar to the provisions of any applicable Similar LawSection 406 of ERISA or Section 4975 of the Code.

Securities Intermediary. The Base Indenture and the Series 2012-1 Supplement are referred to herein as the “Indenture”. The Series 2012-1 Class A-2 A-1 Swingline Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 2012-1 Class A-2 A-1 Swingline Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 2012-1 Class A-2 A-1 Swingline Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2012-2012- 1 Class A-2 A-1 Swingline Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2012-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Series 2012-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2012-1 Class A-2 A-1 Swingline Notes will be made pro rata to the holders of Series 2012-1 Class A-2 Noteholders A1 Swingline Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 2012-1 Class A-2 A-1 Swingline Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 2012-1 Class A-2 A-1 Swingline Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2012-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2012-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto (i) by wire transfer of in immediately available funds released by the Paying Agent from the Series 2012-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2012-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by DTC or its nomineecheck mailed first-class postage prepaid to such Series 2012-1 Class A-1 Noteholder at the address for such Series 2012-1 Class A-1 Noteholder appearing in the Note Register if such Series 2012-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2012-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2012-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2012-1 Class A-1 Note at the applicable Corporate Trust Office. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2012-1 Class A-2 A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2012-1 Supplement, and thereupon one or more new Series 2012-1 Class A-2 A-1 Swingline Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 2012-1 Class A-2 A-1 Noteholder, by acceptance of a Series 2012-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2012-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 2012-1 Class A-2 A-1 Noteholder that, for U.S. federal, state and local income and franchise tax purposes, the Series 2012-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxes. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 2012-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2012-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 2012-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2012-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2012-1 Class A-2 A-1 Noteholder and upon all future Series 2012-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase and holding of this Note (or any interest herein) will not constitute a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

Securities Intermediary. The Base Indenture and the Series 20122022-1 Supplement are referred to herein collectively as the “Indenture”. The Series 20122022-1 Class A-2 A-2-II Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122022-1 Class A-2 A-2-II Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122022-1 Class A-2 A-2-II Notes may be prepaid, in whole or in part, at the option of the Co-IssuersMaster Issuer. In addition, the Series 20122022-1 Class A-2 A-2-II Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers Master Issuer will be obligated to pay the Series 20122022-1 Class A-2 A-2-II Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 20122022-1 Class A-2 A-2-II Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122022-1 Class A-2-II Legal Final Maturity Date. All payments of principal of the Series 20122022-1 Class A-2 A-2-II Notes will be made pro rata to the holders of Series 20122022-1 Class A-2 Noteholders A-2-II Notes entitled thereto. Principal of and interest on this Note Note, which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122022-1 Class A-2 A-2-II Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 20122022-1 Class A-2 A-2-II Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of PaymentsPayments and certain other provisions of the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts payable in respect of this Note shall be made by wire transfer of immediately available funds to the account designated by DTC or its nominee. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 20122022-1 Class A-2 Noteholder A-2-II Notes hereof or his its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122022-1 Supplement, and thereupon one or more new Series 20122022-1 Class A-2 A-2-II Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each holder of Series 20122022-1 Class A-2 NoteholderA-2-II Notes, by acceptance of a Series 20122022-1 Class A-2 A-2-II Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 20122022-1 Class A-2 Noteholder A-2-II Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Master Issuer that the Series 20122022-1 Class A-2 Noteholder thatA-2-II Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for U.S. federal, state and local federal income and franchise tax purposes, the such other entity. Each holder of Series 20122022-1 Class A-2 Notes will evidence indebtedness of the CoA-2-Issuers secured by the Collateral. Each Series 2012- 1 Class A-2 NoteholderII Notes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. United States federal, state state, local and local foreign income or franchise taxesTaxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 20122022-1 Class A-2 NoteholdersA-2-II Notes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers Master Issuer and the rights of the holders of Series 20122022-1 Class A-2 Noteholders A-2-II Notes under the Indenture at any time by the Co-Issuers Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-II Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 20122022-1 Class A-2 NoteholdersA-2-II Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 20122022-1 Class A-2 Noteholder A-2-II Notes and upon all future holders of Series 20122022-1 Class A-2 Noteholders A-2-II Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note a Plan (or any interest herein) for or on behalf ofincluding, or with the assets ofwithout limitation, any planentity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), account nor a governmental, church, non-U.S. or other arrangement that plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA, ERISA or Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note the Series 2022-1 Notes (or any interest hereintherein) will not constitute or result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Lawsimilar law).

Securities Intermediary. The Base Indenture and the Series 20122014-1 Supplement are referred to herein as the “Indenture”. The Series 20122014-1 Class A-2 A-1 Swingline Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 20122014-1 Class A-2 A-1 Swingline Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. As provided for in the Indenture, the Series 20122014-1 Class A-2 A-1 Swingline Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 20122014-1 Class A-2 A-1 Swingline Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Co-Issuers will be obligated to pay the Series 2012-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2012-1 Class A-2 Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 20122014-1 Legal Final Maturity Date. All Subject to the terms and conditions of the Series 2014-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 20122014-1 Class A-2 A-1 Swingline Notes will be made pro rata to the holders of Series 20122014-1 Class A-2 Noteholders A-1 Swingline Notes entitled theretothereto based on the amounts due to such holders. Principal of and interest Amounts due on this Note which is are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and contingent interest, if any, will each accrue on the Series 20122014-1 Class A-2 A-1 Swingline Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest Amounts payable on the Series 20122014-1 Class A-2 A-1 Swingline Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. Payments of principal and interest amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Amounts Unless otherwise specified in the Series 2014-1 Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Series 2014-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable in respect of this Note shall be made thereto (i) by wire transfer of in immediately available funds released by the Paying Agent from the Series 2014-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2014-1 Class A-1 Noteholder has provided to the account designated Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by DTC or its nomineecheck mailed first-class postage prepaid to such Series 2014-1 Class A-1 Noteholder at the address for such Series 2014-1 Class A-1 Noteholder appearing in the Note Register if such Series 2014-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2014-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2014-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2014-1 Class A-1 Note at the applicable Corporate Trust Office. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 20122014-1 Class A-2 A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 20122014-1 Supplement, and thereupon one or more new Series 20122014-1 Class A-2 A-1 Swingline Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 20122014-1 Class A-2 A-1 Noteholder, by acceptance of a Series 20122014-1 Class A-2 A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 20122014-1 Class A-2 A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 20122014-1 Class A-2 A-1 Noteholder that, for U.S. federal, state and local income and franchise tax purposespurposes only, the Series 20122014-1 Class A-2 A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2012- 2014-1 Class A-2 A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) as indebtedness for all purposes of U.S. federal, state and local income or franchise taxestaxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any Series 20122014-1 Class A-2 A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 20122014-1 Class A-2 A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any Series 20122014-1 Class A-2 A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 20122014-1 Class A-2 A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 20122014-1 Class A-2 A-1 Noteholder and upon all future Series 20122014-1 Class A-2 A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not acquiring or holding this Note (or any interest herein) for or on behalf of, or with the assets of, any plana Plan or a governmental, account church, non-U.S. or other arrangement that plan which is subject to Section 406 of ERISA, Section 4975 of the Code or provisions under any Similar Law or (ii) its purchase acquisition, holding and holding disposition of this Note (or any interest herein) will not constitute a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of under any applicable Similar Law.