Common use of The Securities Intermediary Clause in Contracts

The Securities Intermediary. (i) U.S. Bank is hereby appointed as the initial securities intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. Bank hereby accepts such appointment as Securities Intermediary. The Securities Intermediary hereby agrees with the parties hereto that the jurisdiction of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund shall be the State of New York. The Securities Intermediary hereby represents and covenants that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees that any item of property credited to the Collection Account, the Yield Supplement Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (ii) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereof, the Securities Intermediary agrees to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the Issuer, the Servicer or any other person or entity. The Securities Intermediary hereby covenants that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts other than the Indenture Trustee, the Issuer and the Servicer. The Securities Intermediary hereby agrees (A) to treat all Account Property as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee has Control. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (iv) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein to the Indenture Trustee, and the covenants and obligations of the Securities Intermediary hereunder, have been granted in order to perfect the Indenture Trustee’s security interest in the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) U.S. Bank is Secured Party hereby appointed irrevocably appoints and authorizes the Securities Intermediary to take such action as the initial securities intermediary with respect agent on its behalf and to exercise such powers under this Agreement as are delegated to the Collection AccountSecurities Intermediary by the terms hereof, together with all such powers as are reasonably incidental thereto. (b) The obligations of the Yield Supplement Account Securities Intermediary hereunder are only those expressly set forth in this Agreement. (c) The Securities Intermediary may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the Reserve Fund advice of such counsel, accountants or experts. (d) Neither the “Securities Intermediary”Intermediary nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with this Agreement (1) and U.S. Bank hereby accepts such appointment as Securities Intermediarywith the consent or at the request of Secured Party or (2) in the absence of its own gross negligence or willful misconduct. The Securities Intermediary hereby agrees with shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the parties hereto that the jurisdiction of proper party or parties. (e) Pledgor shall indemnify the Securities Intermediary with respect to against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the Collection Account, Securities Intermediary’s gross negligence or willful misconduct) that the Yield Supplement Account and the Reserve Fund shall be the State of New York. The Securities Intermediary hereby represents and covenants that it is not and will not be (as long as it is may suffer or incur in connection with this Agreement or any action taken or omitted by the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees that any item of property credited to the Collection Account, the Yield Supplement Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iif) It is Beyond the intent exercise of reasonable care in the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance custody thereof, the Securities Intermediary agrees shall have no duty as to comply with entitlement orders with respect to and with instructions directing any Collateral in its possession or control or in the disposition possession or control of funds held in any agent, bailee, clearing corporation or credited securities intermediary or any income thereon or as to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the Issuer, the Servicer preservation of rights against prior parties or any other person or entityrights pertaining thereto. The Securities Intermediary hereby covenants shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which it will accords its own property, and shall not agree with be liable or responsible for any person loss or entity other than damage to any of the Indenture Trustee, the Issuer and the Servicer that it will comply with entitlement orders originated by any person or entityCollateral, or instructions regarding the disposition of funds, with respect to such Accounts other than the Indenture Trustee, the Issuer and the Servicer. The Securities Intermediary hereby agrees (A) to treat all Account Property as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by for any required endorsements) to, or credited to an account diminution in the name ofvalue thereof, by reason of the act or omission of any agent, bailee, clearing corporation or securities intermediary selected by the Securities Intermediary in accordance with the Securities Intermediary’s customary procedures such that good faith (or selected by an agent, bailee, clearing corporation or securities intermediary so selected by the Securities Intermediary establishes a Security Entitlement or by any agent, bailee, clearing corporation or securities intermediary selected in favor of the Indenture Trustee accordance with respect thereto over which the Indenture Trustee has Control. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (iithis parenthetical phrase). (ivg) Nothing herein shall imply Any corporation or impose upon association into which the Securities Intermediary may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business or assets as a whole or substantially as a whole, or any duties corporation or obligations other than those expressly set forth herein association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of Secured Party, be and those applicable to become a securities intermediary under the UCC (and the successor Securities Intermediary shall be entitled to hereunder and vested with all of the protections available title to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties Collateral and all of the Indenture Trustee hereunder). (v) The rights powers, discretions, immunities, privileges and powers granted other matters as was its predecessor without, except as provided above, the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the Indenture Trustee, and the covenants and obligations of the Securities Intermediary hereunder, have been granted in order to perfect the Indenture Trustee’s security interest in the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount of the Notes has been reduced to zerocontrary notwithstanding. (vi) The Indenture Trustee, to the extent it is acting in the capacity as Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (i) U.S. Bank is hereby appointed as the initial securities intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. Bank hereby accepts such appointment as Securities Intermediary. The Securities Intermediary hereby agrees with the parties hereto that the jurisdiction of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund shall be the State of New York. The Securities Intermediary hereby represents and covenants that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees that any item of property credited to the Collection Account, the Yield Supplement Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (ii) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereof, the Securities Intermediary agrees to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the Issuer, the Servicer or any other person or entity. The Securities Intermediary hereby covenants that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts other than the Indenture Trustee, the Issuer and the Servicer. The Securities Intermediary hereby agrees (A) to treat all Account Property as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee has Control. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (iv) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein to the Indenture Trustee, and the covenants and obligations of the Securities Intermediary hereunder, have been granted in order to perfect the Indenture Trustee’s security interest in the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) U.S. There shall at all times be one or more securities intermediaries appointed for purposes of this Indenture (the “Securities Intermediary”). The Bank of New York Mellon is hereby appointed as the initial securities intermediary with respect to the Collection AccountSecurities Intermediary hereunder, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. The Bank hereby of New York Mellon accepts such appointment appointment. (b) The Securities Intermediary shall be, and The Bank of New York Mellon as initial Securities IntermediaryIntermediary hereby represents and warrants that it is as of the date hereof and shall be, for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary hereby agrees shall, and The Bank of New York Mellon as initial Securities Intermediary does, agree with the parties hereto that each Issuer Account shall be an account to which financial assets may be credited and undertake to treat the Indenture Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary shall, and The Bank of New York Mellon as initial Securities Intermediary does, agree with the parties hereto that each item of property credited to each Issuer Account shall be treated as a financial asset. The Securities Intermediary shall, and The Bank of New York Mellon as initial Securities Intermediary does, agree with the parties hereto that the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund Collateral shall be the State of New York. The Securities Intermediary hereby represents shall, and covenants The Bank of New York Mellon as initial Securities Intermediary does, represent and covenant that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees shall, and The Bank of New York Mellon as initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Indenture applicable to it. The Securities Intermediary shall, and The Bank of New York Mellon as initial Securities Intermediary does, agree that any item of property credited to the Collection Account, the Yield Supplement any Issuer Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Issuer Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereofNonetheless, the Securities Intermediary agrees shall agree to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the IssuerIssuer or any other person or entity, and The Bank of New York Mellon as initial Securities Intermediary agrees that, for so long as it is the Servicer Securities Intermediary hereunder, it will comply with entitlement orders originated by the Indenture Trustee without further consent by the Issuer or any other person or entity. The Securities Intermediary hereby covenants shall covenant that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer Trustee that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts entity other than the Indenture Trustee, the Issuer and the Servicer. The Bank of New York Mellon as initial Securities Intermediary hereby agrees (A) to treat all Account Property covenants that, for so long as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, it is the Securities Intermediary in accordance hereunder, it will not agree with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of any person or entity other than the Indenture Trustee that it will comply with respect thereto over which entitlement orders originated by any person or entity other than the Indenture Trustee has ControlTrustee. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (ivd) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCCUCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (ve) The rights and powers granted herein Securities Intermediary may at any time resign by notice to the Indenture Trustee and may at any time be removed by notice from the Indenture Trustee, ; provided that it shall be the responsibility of the Indenture Trustee to appoint a successor Securities Intermediary and to cause the Issuer Accounts to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof; and the covenants responsibilities and obligations duties of the retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral credited to the Issuer Accounts held by such retiring Securities Intermediary have been transferred to such successor. Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, have been granted in order to perfect without the Indenture Trustee’s security interest in execution or filing of any further act on the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount part of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as parties hereto or such Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as or such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accountssuccessor corporation. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (i) U.S. Bank Citibank is hereby appointed as the initial securities intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. Bank Citibank hereby accepts such appointment as Securities Intermediary. The Securities Intermediary hereby agrees with the parties hereto that the jurisdiction of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund shall be the State of New York. The Securities Intermediary hereby represents and covenants that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees that any item of property credited to the Collection Account, the Yield Supplement Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (ii) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereof, the Securities Intermediary agrees to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the Issuer, the Servicer or any other person or entity. The Securities Intermediary hereby covenants that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts other than the Indenture Trustee, the Issuer and the Servicer. The Securities Intermediary hereby agrees (A) to treat all Account Property as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee has Control. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (iv) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein to the Indenture Trustee, and the covenants and obligations of the Securities Intermediary hereunder, have been granted in order to perfect the Indenture Trustee’s security interest in the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) U.S. There shall at all times be one or more securities intermediaries appointed for purposes of this Indenture (the "Securities Intermediary"). The Bank of New York is hereby appointed as the initial securities intermediary with respect to the Collection AccountSecurities Intermediary hereunder, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. The Bank hereby of New York accepts such appointment appointment. (b) The Securities Intermediary shall be, and The Bank of New York as initial Securities IntermediaryIntermediary hereby represents and warrants that it is as of the date hereof and shall be, for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary hereby agrees shall, and The Bank of New York as initial Securities Intermediary does, agree with the parties hereto that each Issuer Account shall be an account to which financial assets may be credited and undertake to treat the Indenture Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary shall, and The Bank of New York as initial Securities Intermediary does, agree with the parties hereto that each item of property credited to each Issuer Account shall be treated as a financial asset. The Securities Intermediary shall, and The Bank of New York as initial Securities Intermediary does, agree with the parties hereto that the securities intermediary's jurisdiction of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund Collateral shall be the State of New York. The Securities Intermediary hereby represents shall, and covenants The Bank of New York as initial Securities Intermediary does, represent and covenant that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees shall, and The Bank of New York as initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Indenture applicable to it. The Securities Intermediary shall, and The Bank of New York as initial Securities Intermediary does, agree that any item of property credited to the Collection Account, the Yield Supplement any Issuer Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Issuer Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereofNonetheless, the Securities Intermediary agrees shall agree to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the IssuerIssuer or any other person or entity, and The Bank of New York as initial Securities Intermediary agrees that, for so long as it is the Servicer Securities Intermediary hereunder, it will comply with entitlement orders originated by the Indenture Trustee without further consent by the Issuer or any other person or entity. The Securities Intermediary hereby covenants shall covenant that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer Trustee that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts entity other than the Indenture Trustee, the Issuer and the Servicer. The Bank of New York as initial Securities Intermediary hereby agrees (A) to treat all Account Property covenants that, for so long as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, it is the Securities Intermediary in accordance hereunder, it will not agree with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of any person or entity other than the Indenture Trustee that it will comply with respect thereto over which entitlement orders originated by any person or entity other than the Indenture Trustee has ControlTrustee. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (ivd) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCCUCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (ve) The rights and powers granted herein Securities Intermediary may at any time resign by notice to the Indenture Trustee and may at any time be removed by notice from the Indenture Trustee, ; provided that it shall be the responsibility of the Indenture Trustee to appoint a successor Securities Intermediary and to cause the Issuer Accounts to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof; and the covenants responsibilities and obligations duties of the retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral credited to the Issuer Accounts held by such retiring Securities Intermediary have been transferred to such successor. Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, have been granted in order to perfect without the Indenture Trustee’s security interest in execution or filing of any further act on the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount part of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as parties hereto or such Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as or such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.successor corporation. [END OF ARTICLE II]

The Securities Intermediary. (ia) U.S. Bank JPMorgan Chase Bank, is hereby appointed as the initial securities intermediary with respect to the Collection AccountSecurities Intermediary hereunder and JPMorgan Chase Bank, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. Bank hereby accepts such appointment appointment. (b) JPMorgan Chase Bank, represents and warrants that it is as Securities Intermediary. The of the initial Series Issuance Date and will be for so long as it is the Securities Intermediary hereby hereunder a corporation that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. JPMorgan Chase Bank agrees with the parties hereto that the jurisdiction that, as of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account initial Series Issuance Date and the Reserve Fund shall be the State of New York. The Securities Intermediary hereby represents and covenants that it is not and will not be (as for so long as it is the Securities Intermediary hereunder) a party , each of the Collection Account, Excess Funding Account and each Series Account will be an account to any agreement which financial assets may be credited. JPMorgan Chase Bank undertakes that for so long as it is inconsistent the Securities Intermediary it will treat the Indenture Trustee as entitled to exercise rights that comprise such financial assets, and to exercise the ordinary rights of an entitlement holder, in the fashion contemplated by the UCC. JPMorgan Chase Bank agrees with the provisions of this Indenture. The parties hereto that for so long as it is the Securities Intermediary hereby agrees that any hereunder each item of property credited to the Collection Account, the Yield Supplement Excess Funding Account and each Series Account will be treated as a "financial asset" within the meaning of the UCC. JPMorgan Chase Bank acknowledges that as a result of Section 12.12, the "securities intermediary's jurisdiction" as defined in the UCC of JPMorgan Chase Bank, with respect to the Collateral, is the State of New York. JPMorgan Chase Bank covenants that so long as it is the Securities Intermediary hereunder it will not take any action inconsistent with the provisions of this Indenture applicable to it. JPMorgan Chase Bank agrees that as long as it is the Securities Intermediary hereunder no item of property credited to the Collection Account, the Excess Funding Account or the Reserve Fund shall not a Series Account will be subject to any security interest, lienLien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Excess Funding Account and the Reserve Fund shall each Series Account will be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereofIf despite such intent, the Collection Account, the Excess Funding Account or a Series Account is determined to be an account of the Issuer, then (i) the Securities Intermediary agrees to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the Issuer, and (ii) JPMorgan Chase Bank, as initial Securities Intermediary, agrees that for so long as it is the Servicer or any other person or entity. The Securities Intermediary hereby covenants that it will not agree with any person or entity other than the Indenture Trusteehereunder, the Issuer and the Servicer that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts other than the Indenture Trustee, the Issuer and the Servicer. The Securities Intermediary hereby agrees (A) to treat all Account Property as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which without further consent by the Indenture Trustee has ControlIssuer. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (iv) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein to the Indenture Trustee, and the covenants and obligations of the Securities Intermediary hereunder, have been granted in order to perfect the Indenture Trustee’s security interest in the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) U.S. Bank is hereby There shall at all times be one or more “securities intermediaries” (as defined in the UCC) appointed as by the initial securities intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund Trustee for purposes of this Indenture (the “Securities Intermediary”) ). The Trustee hereby appoints LaSalle Bank National Association, as the initial Securities Intermediary hereunder (in such capacity, “LaSalle”), and U.S. Bank hereby XxXxxxx accepts such appointment appointment. (b) The Securities Intermediary shall be, and LaSalle as initial Securities IntermediaryIntermediary hereunder hereby represents and warrants that it is as of the date hereof and shall be, for so long as it is the Securities Intermediary hereunder, a corporation or national banking association that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary also hereby agrees represents and warrants that it is not as of the date hereof and shall not be, for so long as it is the Securities Intermediary hereunder, a clearing agency required to be registered, or exemption from registration, under United States federal securities laws. The Securities Intermediary shall, and LaSalle as initial Securities Intermediary does, agree with the parties hereto that each Account shall be an account to which financial assets may be credited and undertake to treat the jurisdiction Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary shall, and LaSalle as initial Securities Intermediary does, agree with the parties hereto that each item of property credited to each Account shall be treated as a “financial asset” as defined in the UCC. The Securities Intermediary shall, and LaSalle as initial Securities Intermediary does, acknowledge that as a result of Section 14.12 of this Indenture, the “securities intermediary’s jurisdiction” as defined in the UCC of the Securities Intermediary with respect to the Collection AccountCollateral, the Yield Supplement Account and the Reserve Fund shall be the State of New York. The Securities Intermediary hereby represents shall, and covenants LaSalle as initial Securities Intermediary does, represent and covenant that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees shall, and LaSalle as initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Indenture applicable to it. The Securities Intermediary shall, and LaSalle as initial Securities Intermediary does, agree that any item of property credited to the Collection Account, the Yield Supplement any Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer Co-Issuers that each of the Collection Account, the Yield Supplement Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the IssuerCo-Issuers. In furtherance thereofNonetheless, (i) the Securities Intermediary agrees shall agree to comply with entitlement orders with respect to and with instructions directing concerning the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund Accounts originated by the Indenture Trustee without further consent by the IssuerCo-Issuers or any other person or entity, and (ii) LaSalle as initial Securities Intermediary agrees that for so long as it is the Servicer Securities Intermediary hereunder, it will comply with entitlement orders concerning the Accounts originated by the Trustee without further consent by the Co-Issuers or any other person or entity. The Securities Intermediary hereby covenants shall covenant that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer Trustee that it will comply with entitlement orders originated by any such person or entity, and LaSalle as initial Securities Intermediary hereby covenants that, for so long as it is the Securities Intermediary hereunder, it will not agree with any person or instructions regarding the disposition of funds, with respect to such Accounts entity other than the Indenture Trustee, the Issuer and the Servicer. The Securities Intermediary hereby agrees (A) to treat all Account Property as Financial Assets, and (B) Trustee that all Account Property it will be physically delivered to (accompanied comply with entitlement orders originated by any required endorsements) to, such person or credited to an account in the name of, the Securities Intermediary in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee has Controlentity. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (ivd) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature nature. (e) The Securities Intermediary may at any time resign by notice to the Trustee and may at any time be removed by notice from the Trustee; provided, however, that it shall be the responsibility of the Trustee to appoint a successor Securities Intermediary and to cause the Accounts to be established and maintained with such as successor Securities Intermediary in accordance with the fiduciary terms hereof; and the responsibilities and duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral credited to the Indenture TrusteeAccounts held by such retiring Securities Intermediary have been transferred to such successor. Any corporation or association into which the Securities Intermediary may be merged or converted or with which it may be consolidated, and or any corporation or association resulting from any merger, consolidation or conversion to which the covenants and obligations Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, have been granted in order to perfect without the Indenture Trustee’s security interest in execution or filing of any further act on the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount part of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as parties hereto or such Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as or such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accountssuccessor corporation. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) There shall at all times be one or more securities intermediaries appointed for purposes of this Indenture (the “Securities Intermediary”). U.S. Bank is hereby appointed as the initial securities intermediary with respect to the Collection AccountSecurities Intermediary hereunder, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. Bank hereby accepts such appointment appointment. (b) The Securities Intermediary shall be, and U.S. Bank as initial Securities IntermediaryIntermediary hereby represents and warrants that it is as of the date hereof and shall be, for so long as it is the Securities Intermediary hereunder, a corporation or national banking association that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary hereby agrees shall, and U.S. Bank as initial Securities Intermediary does, agree with the parties hereto that each Transaction Account shall be an account to which financial assets may be credited and undertake to treat the Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary shall, and U.S. Bank as initial Securities Intermediary does, agree with the parties hereto that each item of property credited to each Transaction Account shall be treated as a financial asset. The Securities Intermediary shall, and U.S. Bank as initial Securities Intermediary does, agree with the parties hereto that the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund Collateral shall be the State of New York. The Securities Intermediary hereby represents shall, and covenants U.S. Bank as initial Securities Intermediary does, represent and covenant that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees shall, and U.S. Bank as initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Indenture applicable to it. The Securities Intermediary shall, and U.S. Bank as initial Securities Intermediary does, agree that any item of property credited to the Collection Account, the Yield Supplement any Transaction Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Transaction Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereofNonetheless, the Securities Intermediary agrees shall agree to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the IssuerIssuer or any other person or entity, and U.S. Bank as initial Securities Intermediary agrees that, for so long as it is the Servicer Securities Intermediary hereunder, it will comply with entitlement orders originated by the Trustee without further consent by the Issuer or any other person or entity. The Securities Intermediary hereby covenants shall covenant that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer Trustee that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts entity other than the Indenture Trustee, the Issuer and the Servicer. The U.S. Bank as initial Securities Intermediary hereby agrees (A) to treat all Account Property covenants that, for so long as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, it is the Securities Intermediary in accordance hereunder, it will not agree with any person or entity other than the Securities Intermediary’s customary procedures such Trustee that it will comply with entitlement orders originated by any person or entity other than the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee has ControlTrustee. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (ivd) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCCUCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature nature. (e) The Securities Intermediary may at any time resign by notice to the Trustee and may at any time be removed by notice from the Trustee; provided that it shall be the responsibility of the Servicer to appoint a successor Securities Intermediary and to cause the Transaction Accounts to be established and maintained with such as successor Securities Intermediary in accordance with the fiduciary terms hereof; and the responsibilities and duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral credited to the Indenture TrusteeTransaction Accounts held by such retiring Securities Intermediary have been transferred to such successor. Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, and or any corporation resulting from any merger, consolidation or conversion to which the covenants and obligations Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, have been granted in order to perfect without the Indenture Trustee’s security interest in execution or filing of any further act on the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount part of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as parties hereto or such Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as or such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accountssuccessor corporation. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) There shall at all times be one or more securities intermediaries appointed for purposes of this Indenture (the “Securities Intermediary”). U.S. Bank N.A. is hereby appointed as the initial securities intermediary with respect to the Collection AccountSecurities Intermediary hereunder, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. Bank hereby N.A. accepts such appointment appointment. (b) The Securities Intermediary shall be, and U.S. Bank N.A. as initial Securities IntermediaryIntermediary hereby represents and warrants that it is as of the date hereof and shall be, for so long as it is the Securities Intermediary hereunder, a corporation or national banking association that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary hereby agrees shall, and U.S. Bank N.A. as initial Securities Intermediary does, agree with the parties hereto that each Transaction Account shall be an account to which financial assets may be credited and undertake to treat the Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary shall, and U.S. Bank N.A. as initial Securities Intermediary does, agree with the parties hereto that each item of property credited to each Transaction Account shall be treated as a financial asset. The Securities Intermediary shall, and U.S. Bank N.A. as initial Securities Intermediary does, agree with the parties hereto that the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund Collateral shall be the State of New York. The Securities Intermediary hereby represents shall, and covenants U.S. Bank N.A. as initial Securities Intermediary does, represent and covenant that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees shall, and U.S. Bank N.A. as initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Indenture applicable to it. The Securities Intermediary shall, and U.S. Bank N.A. as initial Securities Intermediary does, agree that any item of property credited to the Collection Account, the Yield Supplement any Transaction Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Transaction Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereofNonetheless, the Securities Intermediary agrees shall agree to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the IssuerIssuer or any other person or entity, and U.S. Bank N.A. as initial Securities Intermediary agrees that, for so long as it is the Servicer Securities Intermediary hereunder, it will comply with entitlement orders originated by the Trustee without further consent by the Issuer or any other person or entity. The Securities Intermediary hereby covenants shall covenant that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer Trustee that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts entity other than the Indenture Trustee, the Issuer and the Servicer. The U.S. Bank N.A. as initial Securities Intermediary hereby agrees (A) to treat all Account Property covenants that, for so long as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, it is the Securities Intermediary in accordance hereunder, it will not agree with any person or entity other than the Securities Intermediary’s customary procedures such Trustee that it will comply with entitlement orders originated by any person or entity other than the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee has ControlTrustee. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (ivd) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCCUCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature nature. (e) The Securities Intermediary may at any time resign by notice to the Trustee and may at any time be removed by notice from the Trustee; provided that it shall be the responsibility of the Servicer to appoint a successor Securities Intermediary and to cause the Transaction Accounts to be established and maintained with such as successor Securities Intermediary in accordance with the fiduciary terms hereof; and the responsibilities and duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral credited to the Indenture TrusteeTransaction Accounts held by such retiring Securities Intermediary have been transferred to such successor. Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, and or any corporation resulting from any merger, consolidation or conversion to which the covenants and obligations Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, have been granted in order to perfect without the Indenture Trustee’s security interest in execution or filing of any further act on the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount part of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as parties hereto or such Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as or such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accountssuccessor corporation. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) U.S. Xxxxx Fargo Bank Minnesota, N.A., is hereby appointed as the initial Securities Intermediary hereunder and Xxxxx Fargo Bank Minnesota, N.A., accepts such appointment. (b) Xxxxx Fargo Bank Minnesota, N.A., represents and warrants that it is as of the date hereof and shall be for so long as it is the Securities Intermediary hereunder a corporation that (i) in the ordinary course of its business maintains securities intermediary accounts for others and is acting in that capacity hereunder, and (ii) maintains a Participant's Securities Account (as defined in the United States Regulations) with respect to a Federal Reserve Bank. Xxxxx Fargo Bank Minnesota, N.A., agrees with the parties hereto that, as of the date hereof and for so long as it is the Securities Intermediary hereunder, each of the Collection Account, the Yield Supplement Account and the Reserve Fund (Special Funding Account shall be an account to which financial assets may be credited. Xxxxx Fargo Bank Minnesota, N.A., undertakes that for so long as it is the “Securities Intermediary”) and U.S. Bank hereby accepts such appointment as Securities Intermediary. The Securities Intermediary hereby it will treat the Indenture Trustee as entitled to exercise rights that comprise such financial assets, and to exercise the ordinary rights of an entitlement holder, in the fashion contemplated by the UCC. Xxxxx Fargo Bank Minnesota, N.A., agrees with the parties hereto that the jurisdiction of for so long as it is the Securities Intermediary hereunder each item of property credited to the Collection Account and the 50 Special Funding Account shall be treated as a "financial asset" within the meaning of the UCC. Xxxxx Fargo Bank Minnesota, N.A., acknowledges that as a result of Section 12.13, the "securities intermediary's jurisdiction" as defined ------------- in the UCC of Xxxxx Fargo Bank Minnesota, N.A., with respect to the Collection AccountCollateral, the Yield Supplement Account and the Reserve Fund shall be the State of New York. The Xxxxx Fargo Bank Minnesota, N.A., covenants that so long as it is the Securities Intermediary hereby represents and covenants that hereunder it is not and will not be (take any action inconsistent with the provisions of this Agreement applicable to it. Xxxxx Fargo Bank Minnesota, N.A., agrees that as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees that any hereunder no item of property credited to the Collection Account, Account and the Yield Supplement Special Funding Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer HRF that each of the Collection Account, the Yield Supplement Account and the Reserve Fund or Special Funding Account shall be a securities account of the Indenture Trustee and not an account of HRF. If despite such intent, either the Issuer. In furtherance thereofCollection Account or the Special Funding Account is determined to be an account of HRF, then (i) the Securities Intermediary agrees shall agree to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the IssuerHRF, the Servicer or any other person or entity. The and (ii) Xxxxx Fargo Bank Minnesota, N.A., as initial Securities Intermediary hereby covenants agrees that for so long as it will not agree with any person or entity other than is the Indenture TrusteeSecurities Intermediary hereunder, the Issuer and the Servicer that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts other than the Indenture Trustee, the Issuer and the Servicer. The Securities Intermediary hereby agrees (A) to treat all Account Property as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee has Controlwithout further consent by HRF. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (iv) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein to the Indenture Trustee, and the covenants and obligations of the Securities Intermediary hereunder, have been granted in order to perfect the Indenture Trustee’s security interest in the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) U.S. Bank JPMorgan Chase Bank, is hereby appointed as the initial securities intermediary with respect to the Collection AccountSecurities Intermediary hereunder and JPMorgan Chase Bank, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. Bank hereby accepts such appointment appointment. (b) JPMorgan Chase Bank, represents and warrants that it is as Securities Intermediary. The of the date hereof and will be for so long as it is the Securities Intermediary hereby hereunder a corporation that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. JPMorgan Chase Bank agrees with the parties hereto that the jurisdiction that, as of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account date hereof and the Reserve Fund shall be the State of New York. The Securities Intermediary hereby represents and covenants that it is not and will not be (as for so long as it is the Securities Intermediary hereunder) a party , each of the Collection Account, Excess Funding Account and each Series Account will be an account to any agreement which financial assets may be credited. JPMorgan Chase Bank undertakes that for so long as it is inconsistent the Securities Intermediary it will treat the Indenture Trustee as entitled to exercise rights that comprise such financial assets, and to exercise the ordinary rights of an entitlement holder, in the fashion contemplated by the UCC. JPMorgan Chase Bank agrees with the provisions of this Indenture. The parties hereto that for so long as it is the Securities Intermediary hereby agrees that any hereunder each item of property credited to the Collection Account, the Yield Supplement Excess Funding Account and each Series Account will be treated as a "financial asset" within the meaning of the UCC. JPMorgan Chase Bank acknowledges that as a result of Section 12.12, the "securities intermediary's jurisdiction" as defined in the UCC of JPMorgan Chase Bank, with respect to the Collateral, is the State of New York. JPMorgan Chase Bank covenants that so long as it is the Securities Intermediary hereunder it will not take any action inconsistent with the provisions of this Indenture applicable to it. JPMorgan Chase Bank agrees that as long as it is the Securities Intermediary hereunder no item of property credited to the Collection Account, the Excess Funding Account or the Reserve Fund shall not a Series Account will be subject to any security interest, lienLien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Excess Funding Account and the Reserve Fund shall each Series Account will be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereofIf despite such intent, the Collection Account, the Excess Funding Account or a Series Account is determined to be an account of the Issuer, then (i) the Securities Intermediary agrees to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the Issuer, and (ii) JPMorgan Chase Bank, as initial Securities Intermediary, agrees that for so long as it is the Servicer or any other person or entity. The Securities Intermediary hereby covenants that it will not agree with any person or entity other than the Indenture Trusteehereunder, the Issuer and the Servicer that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts other than the Indenture Trustee, the Issuer and the Servicer. The Securities Intermediary hereby agrees (A) to treat all Account Property as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which without further consent by the Indenture Trustee has ControlIssuer. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (iv) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein to the Indenture Trustee, and the covenants and obligations of the Securities Intermediary hereunder, have been granted in order to perfect the Indenture Trustee’s security interest in the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) U.S. There shall at all times be one or more securities intermediaries appointed for purposes of this Indenture (the “Securities Intermediary”). The Bank of New York is hereby appointed as the initial securities intermediary with respect to the Collection AccountSecurities Intermediary hereunder, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. The Bank hereby of New York accepts such appointment appointment. (b) The Securities Intermediary shall be, and The Bank of New York as initial Securities IntermediaryIntermediary hereby represents and warrants that it is as of the date hereof and shall be, for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary hereby agrees shall, and The Bank of New York as initial Securities Intermediary does, agree with the parties hereto that each Issuer Account shall be an account to which financial assets may be credited and undertake to treat the Indenture Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary shall, and The Bank of New York as initial Securities Intermediary does, agree with the parties hereto that each item of property credited to each Issuer Account shall be treated as a financial asset. The Securities Intermediary shall, and The Bank of New York as initial Securities Intermediary does, agree with the parties hereto that the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund Collateral shall be the State of New York. The Securities Intermediary hereby represents shall, and covenants The Bank of New York as initial Securities Intermediary does, represent and covenant that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees shall, and The Bank of New York as initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Indenture applicable to it. The Securities Intermediary shall, and The Bank of New York as initial Securities Intermediary does, agree that any item of property credited to the Collection Account, the Yield Supplement any Issuer Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Issuer Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereofNonetheless, the Securities Intermediary agrees shall agree to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the IssuerIssuer or any other person or entity, and The Bank of New York as initial Securities Intermediary agrees that, for so long as it is the Servicer Securities Intermediary hereunder, it will comply with entitlement orders originated by the Indenture Trustee without further consent by the Issuer or any other person or entity. The Securities Intermediary hereby covenants shall covenant that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer Trustee that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts entity other than the Indenture Trustee, the Issuer and the Servicer. The Bank of New York as initial Securities Intermediary hereby agrees (A) to treat all Account Property covenants that, for so long as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, it is the Securities Intermediary in accordance hereunder, it will not agree with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of any person or entity other than the Indenture Trustee that it will comply with respect thereto over which entitlement orders originated by any person or entity other than the Indenture Trustee has ControlTrustee. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (ivd) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCCUCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (ve) The rights and powers granted herein Securities Intermediary may at any time resign by notice to the Indenture Trustee and may at any time be removed by notice from the Indenture Trustee, ; provided that it shall be the responsibility of the Indenture Trustee to appoint a successor Securities Intermediary and to cause the Issuer Accounts to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof; and the covenants responsibilities and obligations duties of the retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral credited to the Issuer Accounts held by such retiring Securities Intermediary have been transferred to such successor. Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, have been granted in order to perfect without the Indenture Trustee’s security interest in execution or filing of any further act on the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount part of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as parties hereto or such Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as or such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accountssuccessor corporation. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) There shall at all times be one or more securities intermediaries appointed for purposes of this Indenture (the “Securities Intermediary”). U.S. Bank National Association is hereby appointed as the initial securities intermediary with respect to the Collection AccountSecurities Intermediary hereunder, the Yield Supplement Account and the Reserve Fund (the “Securities Intermediary”) and U.S. Bank hereby National Association accepts such appointment appointment. (b) The Securities Intermediary shall be, and U.S. Bank National Association as initial Securities IntermediaryIntermediary hereby represents and warrants that it is as of the date hereof and shall be, for so long as it is the Securities Intermediary hereunder, a corporation or national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary hereby agrees shall, and U.S. Bank National Association as initial Securities Intermediary does, agree with the parties hereto that each Issuer Account shall be an account to which financial assets may be credited and undertake to treat the Indenture Trustee as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary shall, and U.S. Bank National Association as initial Securities Intermediary does, agree with the parties hereto that each item of property credited to each Issuer Account shall be treated as a financial asset. The Securities Intermediary shall, and U.S. Bank National Association as initial Securities Intermediary does, agree with the parties hereto that the securities intermediary’s jurisdiction of the Securities Intermediary with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund Collateral shall be the State of New York. The Securities Intermediary hereby represents shall, and covenants U.S. Bank National Association as initial Securities Intermediary does, represent and covenant that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees shall, and U.S. Bank National Association as initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Indenture applicable to it. The Securities Intermediary shall, and U.S. Bank National Association as initial Securities Intermediary does, agree that any item of property credited to the Collection Account, the Yield Supplement any Issuer Account or the Reserve Fund shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Issuer Account and the Reserve Fund shall be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereofNonetheless, the Securities Intermediary agrees shall agree to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the IssuerIssuer or any other person or entity, and U.S. Bank National Association as initial Securities Intermediary agrees that, for so long as it is the Servicer Securities Intermediary hereunder, it will comply with entitlement orders originated by the Indenture Trustee without further consent by the Issuer or any other person or entity. The Securities Intermediary hereby covenants shall covenant that it will not agree with any person or entity other than the Indenture Trustee, the Issuer and the Servicer Trustee that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts entity other than the Indenture Trustee, the Issuer and the Servicer. The U.S. Bank National Association as initial Securities Intermediary hereby agrees (A) to treat all Account Property covenants that, for so long as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, it is the Securities Intermediary in accordance hereunder, it will not agree with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of any person or entity other than the Indenture Trustee that it will comply with respect thereto over which entitlement orders originated by any person or entity other than the Indenture Trustee has ControlTrustee. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (ivd) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCCUCC and the United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (ve) The rights Securities Intermediary may at any time resign by notice to the Indenture Trustee and powers granted herein to may at any time be removed by notice from the Indenture Trustee, if a different Person than the Securities Intermediary, but if not, then the Administrator; provided, that it shall be the responsibility of the Indenture Trustee, if a different Person than the Securities Intermediary, but if not, then the Administrator, to appoint a successor Securities Intermediary and to cause the Issuer Accounts to be established and maintained with such successor Securities Intermediary in accordance with the terms hereof; and the covenants responsibilities and obligations duties of the retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral credited to the Issuer Accounts held by such retiring Securities Intermediary have been transferred to such successor. Any corporation into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which the Securities Intermediary shall be a party, shall be the successor of the Securities Intermediary hereunder, have been granted in order to perfect without the Indenture Trustee’s security interest in execution or filing of any further act on the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount part of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as parties hereto or such Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as or such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accountssuccessor corporation. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

The Securities Intermediary. (ia) U.S. Bank [Indenture Trustee], is hereby appointed as the initial Securities Intermediary hereunder and [Indenture Trustee], accepts such appointment. (b) [Indenture Trustee], represents and warrants that it is as of the date hereof and will be for so long as it is the Securities Intermediary hereunder a corporation that (i) in the ordinary course of its business maintains securities intermediary accounts for others and is acting in that capacity hereunder, and (ii) maintains a Participant's Securities Account (as defined in the United States Regulations) with respect to a Federal Reserve Bank. [Indenture Trustee] agrees with the parties hereto that, as of the date hereof and for so long as it is the Securities Intermediary hereunder, each of the Collection Account, the Yield Supplement Account and the Reserve Fund (Excess Funding Account will be an account to which financial assets may be credited. [Indenture Trustee] undertakes that for so long as it is the “Securities Intermediary”) and U.S. Bank hereby accepts such appointment as Securities Intermediary. The Securities Intermediary hereby it will treat the Indenture Trustee as entitled to exercise rights that comprise such financial assets, and to exercise the ordinary rights of an entitlement holder, in the fashion contemplated by the UCC. [Indenture Trustee] agrees with the parties hereto that the jurisdiction of for so long as it is the Securities Intermediary hereunder each item of property credited to the Collection Account and the Excess Funding Account will be treated as a "financial asset" within the meaning of the UCC. [Indenture Trustee] acknowledges that as a result of Section 12.12, the "securities intermediary's jurisdiction" as defined in the UCC of [Indenture Trustee], with respect to the Collection AccountCollateral, the Yield Supplement Account and the Reserve Fund shall be is the State of New York. The [Indenture Trustee] covenants that so long as it is the Securities Intermediary hereby represents and covenants that hereunder it is not and will not be (take any action inconsistent with the provisions of this Agreement applicable to it. [Indenture Trustee] agrees that as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary hereby agrees that any hereunder no item of property credited to the Collection Account, Account and the Yield Supplement Excess Funding Account or the Reserve Fund shall not will be subject to any security interest, lienLien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee). (iic) It is the intent of the Indenture Trustee and the Issuer that each of the Collection Account, the Yield Supplement Account and the Reserve Fund shall or Excess Funding Account will be a securities account of the Indenture Trustee and not an account of the Issuer. In furtherance thereofIf despite such intent, either the Collection Account or the Excess Funding Account is determined to be an account of the Issuer, then (i) the Securities Intermediary agrees to comply with entitlement orders with respect to and with instructions directing the disposition of funds held in or credited to the Collection Account, the Yield Supplement Account and the Reserve Fund originated by the Indenture Trustee without further consent by the Issuer, and (ii) [Indenture Trustee], as initial Securities Intermediary, agrees that for so long as it is the Servicer or any other person or entity. The Securities Intermediary hereby covenants that it will not agree with any person or entity other than the Indenture Trusteehereunder, the Issuer and the Servicer that it will comply with entitlement orders originated by any person or entity, or instructions regarding the disposition of funds, with respect to such Accounts other than the Indenture Trustee, the Issuer and the Servicer. The Securities Intermediary hereby agrees (A) to treat all Account Property as Financial Assets, and (B) that all Account Property will be physically delivered to (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which without further consent by the Indenture Trustee has ControlIssuer. (iii) Any successor Securities Intermediary shall be required to make the same representations and covenants as set forth above in clauses (i) and (ii). (iv) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder). (v) The rights and powers granted herein to the Indenture Trustee, and the covenants and obligations of the Securities Intermediary hereunder, have been granted in order to perfect the Indenture Trustee’s security interest in the Collection Account, the Yield Supplement Account and the Reserve Fund, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the Collection Account, the Yield Supplement Account and the Reserve Fund until the Outstanding Amount of the Notes has been reduced to zero. (vi) The Indenture Trustee, to the extent it is acting in the capacity as Securities Intermediary with respect to the Accounts, represents, warrants and covenants that: (A) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC; (B) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC, the jurisdiction of the Securities Intermediary is the law of the State of New York; and (C) the Securities Intermediary has and shall continue to have at all relevant times one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts. (vii) To the extent that there are any other agreements with the Indenture Trustee or the Securities Intermediary governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.