Common use of Exchange Note Clause in Contracts

Exchange Note. The term “Borrower”, as used in this 2016-3 Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement. This 2016-3 Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth. This 2016-3 Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York. No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 2016-3 Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 2016-3 Exchange Note at the time, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Xxxxx Fargo Bank, National Association, in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 2016-3 Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 2016-3 Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 2016-3 Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 2016-3 Exchange Note.

Exchange Note. The term “Borrower”, as used in this 2016-3 2 Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement. This 2016-3 2 Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth. This 2016-3 2 Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York. No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 2016-3 2 Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 2016-3 2 Exchange Note at the time, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Xxxxx Fargo Bank, National Association, in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 2016-3 2 Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 2016-3 2 Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 2016-3 2 Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 2016-3 2 Exchange Note.. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto (name and address of assignee) the within 2016-2 Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer said 2016-2 Exchange Note on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed:* * Note: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within 2016-2 Exchange Note in every particular, without alteration, enlargement or any change whatsoever. APPENDIX 1 To 2016-2 Exchange Note Supplement DEFINITIONS

Exchange Note. The term “Borrower”, as used in this 20162015-3 1 Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement. This 20162015-3 1 Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth. This 20162015-3 1 Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York. No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 20162015-3 1 Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 20162015-3 1 Exchange Note at the time, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Xxxxx Fargo Bank, National Association, in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 20162015-3 1 Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 20162015-3 1 Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 20162015-3 1 Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 20162015-3 1 Exchange Note.. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto (name and address of assignee) the within 2015-1 Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer said 2015-1 Exchange Note on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed:* * Note: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within 2015-1 Exchange Note in every particular, without alteration, enlargement or any change whatsoever. APPENDIX 1 To 2015-1 Exchange Note Supplement DEFINITIONS

Exchange Note. The term “Borrower”, as used in this 20162022-3 2 Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement. This 20162022-3 2 Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth. This 20162022-3 2 Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York. No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 20162022-3 2 Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 20162022-3 2 Exchange Note at the time, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Computershare Trust Company, N.A. or Xxxxx Fargo Bank, National Association, in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 20162022-3 2 Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 20162022-3 2 Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 20162022-3 2 Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 20162022-3 2 Exchange Note. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto (name and address of assignee) the within 2022-2 Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said 2022-2 Exchange Note on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed:* * Note: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within 2022-2 Exchange Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Exchange Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. APPENDIX 1 DEFINITIONS [See Tab 9] A1-1 APPENDIX 1 To 2022-2 Exchange Note Supplement DEFINITIONS “2022-2 Asset Representations Review Agreement” means the 2022-2 Asset Representations Review Agreement, dated as of March 29, 2022, as the same may be amended, restated, supplemented or otherwise modified from time to time, among the Servicer, the Issuer, and Xxxxxxx.

Exchange Note. The term “Borrower”, as used in this 20162019-3 1 Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement. This 20162019-3 1 Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth. This 20162019-3 1 Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York. No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 20162019-3 1 Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 20162019-3 1 Exchange Note at the time, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Xxxxx Fargo Bank, National Association, in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 20162019-3 1 Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 20162019-3 1 Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 20162019-3 1 Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 20162019-3 1 Exchange Note.. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto (name and address of assignee) the within 2019-1 Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said 2019-1 Exchange Note on the books kept for registration thereof, with full power of substitution in the premises. Date:

Exchange Note. The term “Borrower”, as used in this 20162022-3 Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement. This 20162022-3 Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth. This 20162022-3 Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York. No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 20162022-3 Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 20162022-3 Exchange Note at the time, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Computershare Trust Company, N.A. or Xxxxx Fargo Bank, National Association, in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 20162022-3 Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 20162022-3 Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 20162022-3 Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 20162022-3 Exchange Note.. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto (name and address of assignee) the within 2022-3 Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said 2022-3 Exchange Note on the books kept for registration thereof, with full power of substitution in the premises. Date:

Exchange Note. The term “Borrower”, as used in this 20162024-3 1 Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement. This 20162024-3 1 Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth. This 20162024-3 1 Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York. No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 20162024-3 1 Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 20162024-3 1 Exchange Note at the time, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Xxxxx Fargo BankComputershare Trust Company, National AssociationN.A., in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 20162024-3 1 Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 20162024-3 1 Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 20162024-3 1 Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 20162024-3 1 Exchange Note.. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee. _________________________________________________________________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto _________________________________________________________________________________________ (name and address of assignee) the within 2024-1 Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said 2024-1 Exchange Note on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed:* * Note: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within 2024-1 Exchange Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Exchange Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. APPENDIX 1 DEFINITIONS [See Tab 9] APPENDIX 1 To 2024-1 Exchange Note Supplement DEFINITIONS

Exchange Note. The term “Borrower”, as used in this 20162023-3 1 Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement. This 20162023-3 1 Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth. This 20162023-3 1 Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York. No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 20162023-3 1 Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 20162023-3 1 Exchange Note at the time, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Xxxxx Fargo BankComputershare Trust Company, National AssociationN.A., in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 20162023-3 1 Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 20162023-3 1 Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 20162023-3 1 Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 20162023-3 1 Exchange Note.. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee. ______________________________________________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto _____________________________________________________________________________________________ (name and address of assignee) the within 2023-1 Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said 2023-1 Exchange Note on the books kept for registration thereof, with full power of substitution in the premises. Date: