Common use of Securitizations Clause in Contracts

Securitizations. (a) Each of the Target Companies, in each case, to the extent that it is a servicer of any Securitization Transaction (in such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities; provided, however, that for the purposes of this representation, none of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted Contracts. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than the Bank Originator), as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. Each Borrower hereby acknowledges that the Lenders and each of their Affiliates may sell or securitize the Borrowings (a “Securitization”) through the pledge of the Borrowings as collateral security for loans to such Lenders or their Affiliates or through the sale of the Borrowings or the issuance of direct or indirect interests in the Borrowings, which loans to such Lenders or their Affiliate or direct or indirect interests will be rated by ▇▇▇▇▇’▇, Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). Parent and each Borrower shall cooperate with such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) Each of amending this Agreement and the Target Companiesother Loan Documents, in each caseand executing such additional documents, to the extent that it is a servicer of any Securitization Transaction (in as reasonably requested by such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law Lenders in connection with any Securitization Transactionthe Securitization, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged provided that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities; provided, however, that for the purposes of this representation, none of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligationany such amendment or additional documentation does not impose additional costs on Borrowers, and (ii) no event has occurred and is continuing that any such amendment or additional documentation does not adversely affect the rights, or increase the obligations, of Borrowers under the Loan Documents or change or affect in a manner adverse to Borrowers the financial terms of the Borrowings, (with or without notice or lapse of timeb) would providing such information as may be reasonably likely to result requested by such Lenders in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As connection with the rating of the date hereofBorrowings or the Securitization, to Parent's Knowledge, no party to and (c) providing in connection with any rating of the Borrowings a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation certificate (i) exercised for administrative purposes agreeing to indemnify such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the ordinary course Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of business or are based upon a breach of any of the representations and warranties contained in Section 5.19, and (ii) pursuant agreeing to reimburse such Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted ContractsLiabilities. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization Transaction, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the purposes avoidance of this representationdoubt, none such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess, if any, of (A) the purchase price paid with respect to Receivables as set forth in Section 2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.07(a)(xiii). (ev) Section 3.19(eat least two (2) of Parent's Disclosure Letter lists all of Business Days prior to the related Securitization Transactions as of Date, the date of this Agreement. With respect Borrower shall have delivered to each Securitization Transaction, the Administrative Agent a complete copy of all material documents, agreements, reports and instruments relating list specifying the Receivables being released pursuant to such Securitization Transaction has been made available to PurchaserSecuritization; and (vi) the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars. (fb) Each Securitization Issuing Entity is not a party The Borrower hereby agrees to any agreement, contract or commitment other than pay the relevant Securitization Instruments to which it is a party. (g) As reasonable out-of-pocket legal fees and expenses of the date hereofAdministrative Agent, (i) no material claim has been made since January 1the Lenders, 2009 pursuant to an indemnification obligationthe Servicer, the Backup Servicer and (ii) no event has occurred and is continuing that (the Account Bank in connection with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant (including expenses incurred in any Securitization Transaction. (h) As connection with the release of the date hereofLien of the Administrative Agent, to Parent's Knowledge, no the Lenders and any other party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to having such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes an interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, subject to the following terms and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage Servicer, the Image File Custodian, the Account Bank and the Backup Servicer at least thirty (30) days’ (or such lesser number of time, or both would constitute any such event. (ddays as agreed to by the Required Lenders) None prior written notice of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect its intent to any payments of principal or interest in connection with any issued securitieseffect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least five (5) Business Days’ prior notice to such parties if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), none the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, (D) if such Securitization Date is not a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualPayment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, credit reserve account or similar instrument or account related (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), and (y) each of the Backup Servicer, the Image File Custodian and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; (v) at least five Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents and the Image File Custodian a list specifying the Receivables being released pursuant to such Securitization; and (vi) the Loans Outstanding that are Class A Loans shall be reduced by a minimum aggregate amount of $5,000,000 dollars. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer, the Image File Custodian and the Account Bank in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each So long as no Termination Event has occurred, the Borrower shall have the right on any Business Day to prepay all or (subject to clause (v) below) a portion of the Target Companies, in each case, Loans Outstanding and request the Administrative Agent to release its security interest and ▇▇▇▇ on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization, subject to the following terms and conditions: (i) The Borrower shall have given the Secured Parties, the Paying Agent and the Custodian at least five (5) Business Days’ prior written notice of its intent to effect a Securitization Transactionand, and each such filing complied in all material respects with at least two (2) Business Days prior to the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as closing of the date on which Securitization, shall provide the Secured Parties with all information reasonably required by it was issued to produce the related Securitization Release, substantially in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.form attached hereto as Exhibit H. (cii) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation Each Securitization shall reduce the Loans Outstanding either (A) to the perfection of security $0.00 or title or other similar event currently exists under any Securitization Instrument and (B) to no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securitiesless than $[***]; provided, however, that notwithstanding the foregoing provisions of this Section, the Administrative Agent may, acting in good faith, permit a Securitization following the occurrence of a Termination Event provided that such Securitization satisfies the other provisions of this Section and shall reduce the Loans Outstanding to $0.00. (iii) Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Secured Parties a Securitization Date Certificate and updated Receivable Data, together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions); provided that, for the purposes avoidance of doubt, the Administrative Agent shall not incur (and does not assume) any liability in connection with the determination by the Servicer or the Borrower that the Borrower has sufficient funds on the related Securitization Date to effect such Securitization in accordance with this representationAgreement. (iv) On the related Securitization Date, none of the Target Companies following shall be true and correct and the Borrower shall be deemed a “guarantor” to have certified that, after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables similar to the Receivables), (B) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent relating to an earlier date, and (C) no Unmatured Termination Event, Termination Event, Early Amortization Event or “credit enhancer” solely by reason of owning Unmatured Servicer Termination Event, has occurred or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transactionwill result from such Securitization. (ev) Section 3.19(eOn the related Securitization Date, the Borrower shall pay directly to the Secured Parties, in immediately available funds, (A) of Parent's Disclosure Letter lists all the portion of the Loans Outstanding to be paid (such amount to be allocated pro rata among the lenders based on the Invested Percentages of the Lenders), (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably estimated by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, and (C) all Aggregate Unpaids then due and payable with respect thereto. The amount paid pursuant to (1) clauses (A) and (B) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the Securitization Transactions as Date or next Payment Date (or on such Payment Date, if the Securitization Date is on a Payment Date) and (2) clause (C) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date. In the event that the Administrative Agent subsequently determines that the actual accrued and unpaid Interest attributable to that portion of the aggregate Loans Outstanding paid in connection with the Securitization is in excess of the amount of accrued and unpaid Interest estimated pursuant to the foregoing clause (A), the Borrower will remit or cause to be remitted the amount of such excess to the Lenders in immediately available funds on the date of this Agreement. With respect to each Securitization Transactionthe Administrative Agent’s request or, a complete copy of all material documentsif commercially impracticable, agreements, reports and instruments relating to promptly upon such Securitization Transaction has been made available to Purchaserrequest. (fvi) Each On the related Securitization Issuing Entity is not a party Date, the Servicer shall have received, in immediately available funds, all amounts due and payable by the Borrower to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a partyServicer under this Agreement. (gb) As The Borrower hereby agrees to pay the reasonable legal fees, expenses and indemnities of the date hereofCustodian, the Paying Agent, the Servicer and the Secured Parties in connection with any Securitization (including expenses incurred in connection with the release of the Lien of the Secured Parties in connection with such Securitization). (c) In connection with any Securitization, on the related Securitization Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the related Receivables (and the other related Collateral) to be released to the Borrower, 2009 pursuant to an indemnification obligationincluding a Securitization Release, and in favor of the Borrower as the Borrower may reasonably request, (ii) no event has occurred and is continuing that (with deliver or without notice or lapse of time) would cause to be reasonably likely to result in delivered any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, related Receivables (and the other related Collateral) to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant be released to the terms Borrower to the Borrower and conditions (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of a Securitization Instrument with respect the Administrative Agent on the portion of the related Receivables (and the other related Collateral) to delinquencies be released to the Borrower and defaulted Contractsdeliver to the Borrower such related Receivables and related Collateral. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each Section 3.28(a) of the Target CompaniesCompany Disclosure Schedule lists all Securitization Transactions (and the corresponding Securitization SPVs) as of the date hereof together with the amount of funding outstanding thereunder (by class or tranche of debt outstanding) as of the date hereof. (b) Section 3.28(b) of the Company Disclosure Schedule is a true, correct and complete list of all Securitization Instruments currently in each caseeffect or which otherwise have not been completely discharged (including with respect to any obligations which may survive the termination thereof), and lists all notices, notifications, consents, filings, ratings confirmations, authorizations, approvals and deliveries required under the Securitization Instruments in connection with the consummation of the transactions contemplated by this Agreement (such required notices, notifications, consents, filings, ratings confirmations, authorizations, approvals and deliveries, whether or not set forth in the Company Disclosure Schedule, the “Securitization Consents”). True, correct and complete copies of all Securitization Instruments have been made available to the Parent. (c) All Securitization Instruments (i) are legal, valid and binding obligations of the Company or its Subsidiaries party thereto and, to the extent that it is a servicer of any Securitization Transaction (in such a capacityCompany’s Knowledge, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each each of the Target Companiesother parties thereto and (ii) are in full force and effect and enforceable in accordance with their terms subject to the Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries (and no Affiliate of the Company) and, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Company’s Knowledge, each no other party to a Securitization Transaction Instrument, is in compliance in all material respects with and default or breach under, or has performed in all material respects all failed to perform any of its respective obligations in any material respect under, any Securitization Instrument. No event, condition or omission has occurred and is continuing that would constitute a material breach, violation or default, event of default, servicer event of default or similar event (whether by lapse of time or notice or both) under any Securitization Instrument. Neither the Company nor any of its Subsidiaries (or any Affiliate thereof) has Knowledge of, nor has the Company or any of its Subsidiaries (or any Affiliate thereof) received any notice or communication from any Person asserting (i) the occurrence of, any breach, violation or default, event of default, servicer event of default or similar event, under any Securitization InstrumentsInstrument (and to the Company’s Knowledge, no event has occurred or is continuing that would reasonably be expected to give rise to any of the foregoing events) or (ii) that any provision of a Securitization Instrument is not effective or is not a legally valid, binding and enforceable obligation of any party thereto (all such notices or communications, “Securitization Instrument Notices”). Section 3.28(c) of the Company Disclosure Schedule lists all Securitization Instrument Notices received by the Company and its Subsidiaries since January 1, 2008 (including with respect to matters designated in Section 3.28(c) of the Company Disclosure Schedule as having been waived or cured). (bd) Since January 1To the extent that the Company or any of its Subsidiaries acts as the servicer under a Securitization Instrument, 2009, each Target Company, each the Company or such Subsidiary has performed its servicing obligations in compliance with the applicable servicing standard set forth in such Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transaction, and each such filing complied Instrument in all material respects with respects. (e) No securities were issued or sold in any Securitization Transaction by the requirements Company or any of applicable Lawits Subsidiaries in violation of Section 5 of the Securities Act. There are is no Action pending or, to Parent's the Company’s Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering documentdocument issued in any Securitization Transaction, or any amendments amendment or supplements thereto supplement thereto, contained, as of the date on which it was issued in any Securitization Transactionissued, any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by Neither the Company nor any of its Subsidiaries, in each case to the Target Companies or extent that it is an issuing entity in any Securitization Issuing Entity Transaction, is required to register as an investment company under the Investment Company Act of 1940, as amended. (f) Except as set forth in violation Section 3.28(f) the Company Disclosure Schedule, none of the Company’s Subsidiaries is required to make periodic filings in any material compliance with the reporting requirements of the Exchange Act with respect of applicable Law in to any Securitization Transaction. (cg) No event Section 3.28(g) of defaultthe Company Disclosure Schedule lists the Company and each of its Subsidiaries which is a “securitizer” within the meaning of Section 15G(a)(3) of the Exchange Act (“Exchange Act ABS Securitizer”). For each Exchange Act ABS Securitizer, servicer defaultSection 3.28(g) of the Company Disclosure Schedule sets forth, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement tabular format for any each applicable Securitization Transaction currently existsas of December 31, except2010, in each casethe number of claims made with respect to, for any cash trapping trigger or other event requiring and the increase of credit enhancement for any Securitization Transaction that occurred as a result dollar amount and percentage of the performance of the related applicable securitized pool of assetsassets represented by: (A) (i) assets that were the subject of a demand for repurchase or replacement by the Company or its Subsidiaries under the Securitization Instruments, (ii) assets that were repurchased or replaced by the Company or its Subsidiaries in connection with a demand for repurchase or replacement under the Securitization Instruments, (iii) assets that were not repurchased or replaced by the Company or its Subsidiaries in respect of demands for repurchase and replacement under the Securitization Instruments, and no event has occurred that, with (iv) assets pending repurchase or replacement by the giving Company or its Subsidiaries in respect of notice, demands for repurchase or replacement made under the passage Securitization Instruments; and (B) defaulted assets and assets that were the subject of time, a “force majeure event” (as defined in the applicable Securitization Instruments) that were the subject of an optional repurchase by the Company or both would constitute any such eventits Subsidiaries. (dh) None Section 3.28(h) of the Target Companies Company Disclosure Schedule lists all ratings downgrades or withdrawals, or notices that a rating is on watch for possible downgrade, issued by any nationally recognized statistical rating agency since January 1, 2008 in respect of securities issued pursuant to Securitization Transactions which were rated “investment grade” (i.e., at least “BBB” or its equivalent) at issuance by such rating agency. (i) Except as set forth in Section 3.28(i) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has the Company or any of the Target Companies its Subsidiaries provided any type of guaranty guarantee in any Securitization Transaction with respect to any payments of principal and/or interest (or interest related shortfall) in connection with any issued securities; provided. Section 3.28(i) of the Company Disclosure Schedule lists for each applicable Securitization Transaction the aggregate amount of payments made through December 31, however, that for 2010 pursuant to any Securitization Instrument pursuant to which the Company or any of its Subsidiaries acts as a guarantor or credit enhancer. For the purposes of this representationSection 3.28(i), none neither the Company nor any of the Target Companies shall be deemed its Subsidiaries is a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any a Securitization TransactionTransaction or by reason of providing market standard reimbursement or indemnities under a Securitization Instrument. (ej) Section 3.19(e3.28(j) of Parent's the Company Disclosure Letter Schedule lists all outstanding claims of Persons requesting reimbursement or indemnification from a Company Party pursuant to any Securitization Instrument other than pursuant to the Securitization Transactions as distribution provisions of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to any such Securitization Transaction has been made available to PurchaserInstrument. (fk) Each Securitization Issuing Entity Section 3.28(k) of the Company Disclosure Schedule lists all derivatives Contracts (i.e., swaps, ▇▇▇▇▇▇ or other derivatives), if any, to which the Company or any of its Subsidiaries is not a party in connection with a Securitization Transaction (including with respect to any agreement, contract or commitment other than the relevant securities issued in connection with a Securitization Instruments to which it is a partyTransaction). (gl) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted Contracts. (i) Parent The Company has made available to Purchaser a complete copy Parent true and accurate copies of all material credit, underwriting or collection policies the most recent servicer and/or trustee reports distributed in respect of each Securitization Originator and Securitization ServicerTransaction.

Securitizations. (a) Except as set forth in Section 4.24 of the Providian Disclosure Schedule: (i) Each of the Target Companies, in each caseProvidian or its applicable Subsidiary and, to the extent that it is a servicer knowledge of any Securitization Transaction (in such a capacityProvidian, a “Securitization Servicer”) or otherwise a each other party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, thereto has performed in all material respects all each obligation to be performed by it under each of its respective obligations the Providian Securitization Documents, including the filing of any financing statements, continuation statements or amendments under the Securitization Instruments. Uniform Commercial Code of each applicable jurisdiction with the appropriate filing offices. (ii) Each of the Target CompaniesProvidian Securitization Interests, each series of certificates or other securities issued by the Providian Master Trust, each series of notes or other securities issued by any Providian Owner Trust and each of the Providian Securitization Documents to which Providian, any Subsidiary, Providian Owner Trust or the Providian Master Trust, as the case may be, is a party is in each casefull force and effect and is a valid, binding and enforceable obligation of Providian or such Subsidiary, Providian Owner Trust or the Providian Master Trust, as the case may be, and, to the extent that it is a Securitization Depositor or Securitization Originatorknowledge of Providian, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledgeother parties thereto, each subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other party laws affecting creditors’ rights generally and to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instrumentsgeneral equitable principles. (biii) Since January 1, 2009, each Target Company, each True and complete copies of the Providian Securitization Depositor, each Documents have been made available to Washington Mutual and there have been no amendments or modifications to the Providian Securitization Issuing Entity has Documents made or caused since the date such copies were made available to be made all material filings Washington Mutual. (iv) Neither the Pooling and Servicing Agreement nor any Supplement are required to be made qualified as an indenture under the Trust Indenture Act of 1939, as amended, and neither the Providian Master Trust nor any of the Providian Owner Trusts are required to be registered as an investment company under the Investment Company Act of 1940, as amended. The sale of all securities issued by it with any Government Authority under applicable Law the Providian Master Trust and the Providian Owner Trusts were either duly registered under, or were exempt from the registration requirements of, the Securities Act. (v) Providian is not acting as subservicer on behalf of either CompuCredit Corporation or Cardholder Management Services, LLC in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities; provided, however, that for the purposes of this representation, none of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments transaction to which it either the CSQG Trust or the Presidio Trust is a party. (gvi) As PNB is the sole owner of the date hereof, (i) Bank’s Interest under the Pooling and Servicing Agreement and no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization TransactionSupplemental Interest exists. (hvii) As No event or condition exists which is or with either notice or the passage of time would (A) constitute a default, event of default, or early amortization event, (B) require any accelerated application of cash flows received in respect of the date hereofProvidian Securitization Receivables, or (C) trigger any requirement under any Providian Securitization Document to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback (x) fund an increase in any spread account or replacement of a securitized asset pursuant to such Securitization Transaction similar account (other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted Contractsspread accounts that have already been funded), (y) draw on any such account under the terms of any Providian Securitization Document or (z) otherwise increase any credit enhancement required under the Providian Securitization Documents (each, an “Adverse Development”). (iviii) Parent No event or condition exists which constitutes an Adverse Development or a Servicer Default or other similar event permitting the termination of the Servicer under the Providian Securitization Documents (a “Servicer Default or Termination”). (ix) On a consolidated basis, Providian has made available properly accounted for the sale of the Providian Securitization Receivables under GAAP, including Statement of Financial Accounting Standards No. 125 or Statement of Financial Accounting Standards No. 140, as applicable. (x) The consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Subsidiary Merger) shall not cause the occurrence of an Adverse Development or a Servicer Default or Termination. (xi) On a consolidated basis, Providian is not required to Purchaser consolidate any variable interest entity under GAAP, including FIN 46, in connection with any transaction related to a complete copy Providian Owner Trust or the Providian Master Trust. (xii) Neither Providian nor any of all material creditits Subsidiaries owns or has owned any security issued by a Providian Owner Trust or the Providian Master Trust that includes an embedded derivative under GAAP, underwriting or collection policies except for any such securities owned only at the date of each Securitization Originator and Securitization Servicerissuance thereof.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization Transaction, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at LEGAL02/42658427v2 least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the purposes avoidance of this representationdoubt, none such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount LEGAL02/42658427v2 necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess, if any, of (A) the purchase price paid with respect to Receivables as set forth in Section 2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.07(a)(xiii). (ev) Section 3.19(eat least two (2) of Parent's Disclosure Letter lists all of Business Days prior to the related Securitization Transactions as of Date, the date of this Agreement. With respect Borrower shall have delivered to each Securitization Transaction, the Administrative Agent a complete copy of all material documents, agreements, reports and instruments relating list specifying the Receivables being released pursuant to such Securitization Transaction has been made available to PurchaserSecuritization; and (vi) the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars. (fb) Each Securitization Issuing Entity is not a party The Borrower hereby agrees to any agreement, contract or commitment other than pay the relevant Securitization Instruments to which it is a party. (g) As reasonable out-of-pocket legal fees and expenses of the date hereofAdministrative Agent, (i) no material claim has been made since January 1the Lenders, 2009 pursuant to an indemnification obligationthe Servicer, the Backup Servicer and (ii) no event has occurred and is continuing that (the Account Bank in connection with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant (including expenses incurred in any Securitization Transaction. (h) As connection with the release of the date hereofLien of the Administrative Agent, to Parent's Knowledge, no the Lenders and any other party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to having such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes an interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization; (B) no Borrowing Base Deficiency exists; (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization; provided, that the Borrower may affect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization; (D) if such Securitization Date is not a Payment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08; (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, credit reserve account or similar instrument or account related except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein; and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Account Bank in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization Transaction, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the purposes avoidance of this representationdoubt, none such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess, if any, of (A) the purchase price paid with respect to Receivables as set forth in Section 2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.07(a)(xiii). (ev) Section 3.19(eat least two (2) of Parent's Disclosure Letter lists all of Business Days prior to the related Securitization Transactions as of Date, the date of this Agreement. With respect Borrower shall have delivered to each Securitization Transaction, the Administrative Agent a complete copy of all material documents, agreements, reports and instruments relating list specifying the Receivables being released pursuant to such Securitization Transaction has been made available to PurchaserSecuritization; and (vi) the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars. (fb) Each Securitization Issuing Entity is not a party The Borrower hereby agrees to any agreement, contract or commitment other than pay the relevant Securitization Instruments to which it is a party. (g) As reasonable out-of-pocket legal fees and expenses of the date hereofAdministrative Agent, (i) no material claim has been made since January 1the Lenders, 2009 pursuant to an indemnification obligationthe Servicer, the Backup Servicer and (ii) no event has occurred and is continuing that (the Account Bank in connection with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant (including expenses incurred in any Securitization Transaction. (h) As connection with the release of the date hereofLien of the Administrative Agent, to Parent's Knowledge, no the Lenders and any other party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to having such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes an interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, (D) if such Securitization Date is not a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualPayment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, credit reserve account or similar instrument or account related (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (vi) (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Account Bank in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (ai) Schedule 4(n)(i) sets forth a true and correct list of securitization transactions for which Seller (or one or more Subsidiaries included within "Seller" as that term is defined herein) (the "SECURITIZATION TRANSACTIONS") is currently acting as one or more of "servicer" or "master servicer," together with a true and correct list of all sale and servicing agreements, indentures of trust, insurance contracts, undertakings with rating agencies, sub-servicing agreements, and any other contract of any type or description relating to such Securitization Transactions (all of the foregoing referred to herein as the "SECURITIZATION AGREEMENTS") and Seller has furnished to the Buyer true, correct and complete copies of all Securitization Agreements, and there are no agreements, written or oral, that modify or amend any of such Securitization Agreements, except as disclosed on Schedule 4(n)(i) and except for notifications for change of address. (ii) Each of the Target CompaniesSecuritization Agreements is a valid and binding agreement of the Seller and is enforceable by Seller against the other parties thereto in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time-to-time in effect and subject to general equity principles. (iii) The Seller has the right under the Securitization Agreements, subject only to the consents, notices, and other requirements contemplated therein, to transfer and assign all of its rights thereunder to the Buyer, including without limitation, the right to re-purchase any assets pursuant to the Securitization Agreement. Subject to the giving of notice to, and Seller's receipt of any consents from third parties, as well as the agreement of Buyer and the Buyer Affiliates to be bound and obligated and Buyer and the Buyer Affiliates meeting any requirements with respect to successor entities set forth therein, as may be required by the Securitization Agreements, the execution, delivery and performance of this Agreement, and the transfer and assignment by Seller of its rights under each caseSecuritization Agreement pursuant hereto will not constitute a breach of any Securitization Agreement and will vest Buyer with good and marketable title to the rights of Seller thereunder, free and clear of any liens or claims. (iv) The Seller has complied in all respects with the terms of the Securitization Agreements, and all reports delivered by Seller in its capacity as "servicer" pursuant to the terms of any Securitization Agreement are true, correct and complete in all material respects. No event of default, or event that would result in an event of default which has not been cured, has occurred that would give rise to a right of another party thereto to terminate any Securitization Agreement or Seller's rights as "servicer" or "master servicer" thereunder, and Seller has not received any notice of such termination. (v) Each Lease sold and currently held in connection with a Securitization Transaction complied at the time of sale in all respects with the representations set forth in the Securitization Agreements, and to the extent that it is a servicer of any Securitization Transaction (Seller was obligated to repurchase or substitute Leases in such a capacity, a “Securitization Servicer”) or otherwise a party to connection with a Securitization Transaction, is in compliance in all material respects such repurchases or substitutions have complied with all Contracts the terms of the Securtization Agreements pursuant to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactionthey were made, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto containedSeller, as of the date on which it was issued in hereof, and as of the Closing Date, has no outstanding obligation to repurchase any Securitization Transactionsuch Lease. (vi) On the Closing Date, any untrue statement all representations and warranties, other than those relating to Buyer or the Buyer Affiliates or solely under the control of a material fact or omitted to state any material fact Buyer and the Buyer Affiliates, required to be stated therein or necessary made pursuant to make the statements therein, in light Section 2 of the circumstances under which they were maderespective Sales and Servicing Agreements set forth on Schedule 4(n)(i), not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities; provided, however, that for the purposes of this representation, none of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transactiontrue and correct. (e) Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted Contracts. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization Transaction, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the purposes avoidance of this representationdoubt, none such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base 66 Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess, if any, of (A) the purchase price paid with respect to Receivables as set forth in Section 2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.07(a)(xiii). (ev) Section 3.19(eat least two (2) of Parent's Disclosure Letter lists all of Business Days prior to the related Securitization Transactions as of Date, the date of this Agreement. With respect Borrower shall have delivered to each Securitization Transaction, the Administrative Agent a complete copy of all material documents, agreements, reports and instruments relating list specifying the Receivables being released pursuant to such Securitization Transaction has been made available to PurchaserSecuritization; and (vi) the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars. (fb) Each Securitization Issuing Entity is not a party The Borrower hereby agrees to any agreement, contract or commitment other than pay the relevant Securitization Instruments to which it is a party. (g) As reasonable out-of-pocket legal fees and expenses of the date hereofAdministrative Agent, (i) no material claim has been made since January 1the Lenders, 2009 pursuant to an indemnification obligationthe Servicer, the Backup Servicer and (ii) no event has occurred and is continuing that (the Account Bank in connection with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant (including expenses incurred in any Securitization Transaction. (h) As connection with the release of the date hereofLien of the Administrative Agent, to Parent's Knowledge, no the Lenders and any other party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to having such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes an interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, (D) if such Securitization Date is not a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualPayment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, credit reserve account or similar instrument or account related (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right, by executing a Securitization Release in connection with a Securitization, to prepay all or a portion of the Target CompaniesLoans Outstanding and require the Collateral Agent (at the direction of the Administrative Agent) to release its security interest and Lien on the related Receivables (and the other related Collateral), subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, the Collateral Agent, each Agent, the Servicer, the Image File Custodian, the Paying Agent and the Backup Servicer, if any, at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice (in the form of Annex II to Exhibit G) of its intent to effect a Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date so that no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency results from such Securitization, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures (taking into consideration the eligibility criteria applicable to the related Securitization) shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization; provided, that, if the prepayment in connection with such Securitization is in an amount that is less than 100% of the Loans Outstanding, the Administrative Agent shall have confirmed in writing to the Borrower that it has determined, in each caseits reasonable discretion, that such procedures will not result in an adverse selection of the Receivables subject to this Agreement, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event or Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.03 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred by the Borrower or Heights/SouthernCo Entity in connection with such Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower and SouthernCo, as applicable; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent and the Lenders, as applicable, under this Agreement and the other Basic Documents, to the extent that it is a servicer accrued to such date and to accrue thereafter (including Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of any doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Transaction Date and unpaid Interest thereon), and (in y) each of the Collateral Agent, the Backup Servicer, the Image File Custodian and the Paying Agent shall have received all Aggregate Unpaids accrued and owing to such a capacityparty on such date; (v) at least five (5) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Collateral Agent, the Agents, the Borrower Loan Trustee, and the Image File Custodian, a “Securitization Servicer”list specifying the Receivables being released pursuant to such Securitization; (vi) the Loans Outstanding that are Class A Loans shall be reduced by a minimum aggregate amount of $5,000,000 dollars; (vii) the Loans Outstanding that are to be prepaid shall not exceed the amount necessary to avoid a Class A Borrowing Base Deficiency or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, Total Borrowing Base Deficiency after giving effect to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, Receivables sold to the extent that it is Securitization; (viii) the Administrative Agent shall have consented to such Securitization; and (ix) if the Administrative Agent has sent to the Borrower a Securitization Depositor or Securitization Originatorrequest to repurchase Specified Delinquent Receivables pursuant to Section 5.06(h), the Borrower has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party caused such repurchase to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instrumentsoccur. (b) Since January 1The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, 2009the Collateral Agent, each Target Companythe Lenders, each Securitization Depositorthe Servicer, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law the Backup Servicer, the Image File Custodian and the Paying Agent in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest expenses incurred in connection with any issued securities; provided, however, that for the purposes of this representation, none release of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all Lien of the Securitization Transactions as of Administrative Agent, the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports Lenders and instruments relating to any other party having such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each In accordance with the terms of SECTION 2.3(a) of the Target CompaniesLoan Purchase Agreement, the Loan Originator shall effect Securitizations at the direction of the Majority Noteholders. In connection therewith, the Issuer agrees to assist the Loan Originator in each casesuch Securitizations and accordingly it shall, at the request and direction of the Majority Noteholders: (i) transfer, deliver and sell all or a portion of the Loans, as of the "cutoff dates" of the related Securitizations, to such Securitization Participants as may be necessary to effect the Securitizations; provided, that any such sale shall be for "fair market value," as determined by the Majority Noteholders in their reasonable discretion; (ii) deposit the cash Securitization Proceeds into the Collection Account pursuant to SECTION 5.01(b)(1) and retain any Retained Securities created in Securitizations in accordance with the terms of the Trust Agreement; (iii) to the extent that it is a servicer of any Securitization Transaction (in such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transactioncreates any Retained Securities, is in compliance in all material respects with all Contracts to which it is bound under accept such Securitization Transaction (collectively referred to Retained Securities as the “Securitization Instruments”). Each a part of the Target CompaniesSecuritization Proceeds, PROVIDED, THAT any such acceptance of such Retained Securities shall be subject to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, Issuer's reasonable approval; and (iv) take such further actions as may be reasonably necessary to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instrumentseffect such Securitizations. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to The Servicer hereby covenants that it will take such actions as may be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or reasonably necessary to make effect Securitizations as the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization TransactionMajority Noteholders may request and direct. (c) No event The right of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation the Majority Noteholders to require the Issuer and the Loan Originator to effect Securitizations is subject to (i) the conditions set forth in relation Section 2.3(a) of the Loan Purchase Agreement and (ii) the Issuer's right of approval with respect to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such eventSecuritization. (d) None The Issuer covenants that no Loan shall remain pledged as Collateral for a single Series of Notes past the Target Companies has acted in date ending on the capacity of guarantor or credit enhancer in any second Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities; provided, however, that for the purposes of this representation, none of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transactionwhich occurs while such Loan was pledged as Collateral. (e) Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligationThe Loan Originator shall, in either caseconnection with a Securitization, cause FFCA to obtain an Opinion of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant Counsel to the terms and conditions effect that the securities issued shall be treated as the issuance of a Securitization Instrument with respect to delinquencies and defaulted Contractsdebt instruments by FFCA or an Affiliate thereof. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, (D) if such Securitization Date is not a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualPayment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, credit reserve account or similar instrument or account related (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (vi) (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the Target CompaniesLoans Outstanding (which prepayment, in the case of any Tranched Lender Group, shall be allocated between the Class A Note and the Class B Note held by the related Lender Group Agent so that the ratio of the Class A Note Balance of such Class A Note following such prepayment to the Class B Note Balance of such Class B Note following such prepayment equals the Designated Note Ratio) and request the Administrative Agent to release its security interest and Lien on the related Receivables in connection with a Securitization, subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent, the Paying Agent, each caseHedge Counterparty and the Collateral Custodian at least five (5) Business Days’ prior written notice of its intent to effect a Securitization and, at least two (2) Business Days prior to the closing of the Securitization, shall provide the Administrative Agent with all information reasonably required by it to produce the related Securitization Release, substantially in the form attached hereto as Exhibit G. (ii) Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (which the Administrative Agent shall forward to each Lender Group Agent upon receipt) a Securitization Date Certificate and an updated Monthly Loan Tape, together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions). (iii) On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Securitization and the release to the Borrower of the related Receivables on the related Securitization Date, (A) no adverse selection procedure shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables), (B) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent relating to an earlier date, (C) no Unmatured Termination Event or Termination Event, has occurred or results from such Securitization, and (D) there shall not exist a Borrowing Base Deficiency and, if such Securitization Date occurs during any calendar month prior to the Determination Date for such calendar month, there shall be no reason to conclude that a Borrowing Base Deficiency will be determined to exist on such Determination Date. (iv) On the related Securitization Date, the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in immediately available funds, (A) in respect of the portion of the aggregate Loans Outstanding to be prepaid, an amount equal to the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent that it is a servicer of any Securitization Transaction accrued to such date and to accrue thereafter (in such a capacityincluding Breakage Costs, a “Securitization Servicer”if any, and Hedge Termination Payments) or otherwise a party and (D) all other Aggregate Unpaids then due and payable with respect thereto. The amount paid pursuant to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under (1) clause (A) shall be applied on such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, Date to the extent that it is a Securitization Issuing Entity payment of principal on the Loans Outstanding, (2) clause (B) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the next Payment Date (or Securitization Serviceron such Payment Date, has performed in all material respects all of its respective obligations under if the Securitization Instruments. Each of the Target Companies, in each case, Date is on a Payment Date) and (3) clauses (C) and (D) shall be paid to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party Persons to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused whom such amounts are to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any owed on such Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securitiesDate; provided, however, that for if the purposes of this representation, none amount paid pursuant to clause (A) exceeds the principal amount of the Target Companies Loans Outstanding on such Securitization Date, then the amount of such excess shall be deemed a “guarantor” or “credit enhancer” solely by reason distributed to the Borrower on such Securitization Date free and clear of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization TransactionLiens in favor of the Secured Parties. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Lender Group Agents, the Collateral Custodian, the Backup Servicer, the Paying Agent and the Lenders in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date Lien of this Agreement. With respect to each Securitization Transactionthe Administrative Agent, a complete copy of all material documents, agreements, reports the Lenders and instruments relating to any other party having such Securitization Transaction has been made available to Purchaseran interest in the Receivables in connection with such Securitization). (fc) Each In connection with any Securitization, on the related Securitization Issuing Entity is not a party Date, subject to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As satisfaction of the date hereofconditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the Receivables (and the other related Collateral) to be released to the Borrower, 2009 pursuant to an indemnification obligationincluding a Securitization Release, and in favor of the Borrower as the Borrower may reasonably request, (ii) no event has occurred and is continuing that (with deliver or without notice or lapse of time) would cause to be reasonably likely to result in delivered any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, Receivables (and the other related Collateral) to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant be released to the terms Borrower to the Borrower and conditions (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of a Securitization Instrument with respect the Administrative Agent on the portion of the Receivables (and the other related Collateral) to delinquencies be released to the Borrower and defaulted Contractsdeliver to the Borrower such Receivables and related Collateral. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Securitization Date, the SPV shall have the right to prepay all or a portion of the Target CompaniesLoans in accordance with Section 2.8 hereof in connection with the sale and assignment of all or a portion of the Affected Assets, as the case may be (each, a “Securitization”), subject to the following terms and conditions: (i) the SPV shall have given the Facility Agent at least fifteen (15) Business Days’ prior written notice of its intent to effect a Securitization, unless such notice is waived or reduced by the Facility Agent; (ii) any Securitization shall be in connection with a Permitted Term Securitization Transaction; (iii) to the extent that the proposed Securitization relates to less than all of the Loans outstanding at such time, after giving effect to such Securitization and the assignment to the SPV of all or a portion of the Affected Assets, as the case may be, on any Securitization Date, (v) the aggregate outstanding principal amount of all the Loans shall not exceed the lesser of the Facility Limit and the Borrowing Base, (w) the representations and warranties contained in Sections 3.1 and 3.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (x) the eligibility of any Pool Receivable remaining as part of the Affected Assets after the Securitization will be redetermined as of the Month End Date immediately preceding the Securitization Date according to the terms hereof, (y) the Concentration Limit Excess will be redetermined as of the Month End Date immediately preceding the Securitization Date according to the terms hereof, and (z) neither an Potential Termination Event nor a Termination Event shall be continuing or shall have resulted from such Securitization; (iv) on the related Securitization Date, the Facility Agent, on behalf of each Administrator, Lender, and Hedge Counterparty shall have received, as applicable, in each caseimmediately available funds, an amount reasonably determined by the Facility Agent to equal to the sum of (x) the portion of the Loans to be prepaid, plus (y) an amount equal to all unpaid interest on such portion of the Loans to be paid (to the extent it is requested that such interest be paid at such time by the applicable Administrator), plus (z) an aggregate amount equal to the sum of all other amounts due and owing to the Facility Agent, the Servicer, the Backup Servicer, the Custodian, the Administrators, the Lenders, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent that it is a servicer of any accrued to such date and to accrue thereafter (including, without limitation, breakage costs and Hedge Breakage Costs); (v) on or prior to each Securitization Transaction (in such a capacityDate, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, SPV shall have delivered to the extent that it is Facility Agent a Securitization Issuing Entity or Securitization Servicerlist specifying all Pool Receivables to be sold and assigned pursuant to such Securitization; and (vi) in selecting the Affected Assets to be included in the Securitization, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, there shall be no adverse selection which could reasonably be expected to be materially unfavorable to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization InstrumentsSecured Parties. (b) Since January 1In connection with any Securitization, 2009simultaneously with the receipt by the Facility Agent on behalf of the Administrators of the amounts referred to in clause (iv) above, there shall be sold and assigned to the SPV without recourse, representation or warranty all of the right, title and interest of the Facility Agent for the benefit of the Secured Parties in, to and under the portion of the Affected Assets so retransferred and such portion of the Affected Assets so retransferred shall be released from the lien of this Agreement (subject to the requirements of clause (iii) above). (c) The SPV hereby agrees to pay the reasonable and documented legal fees and expenses of the Facility Agent, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law Administrator and the Secured Parties in connection with any Securitization Transaction(including, and each such filing complied but not limited to, expenses incurred in all material respects connection with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as release of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light lien of the circumstances under which they were made, not misleading. No securities were issued or sold by any of Facility Agent in the Target Companies or any Securitization Issuing Entity Affected Assets in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, connection with the giving of notice, the passage of time, or both would constitute any such eventSecuritization). (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in In connection with any issued securities; providedSecuritization, howeveron the related Securitization Date, that for the purposes of this representationFacility Agent, none on behalf of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualSecured Parties, subordinate interestshall, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all at the expense of the Securitization Transactions as of the date of this Agreement. With respect SPV and pursuant to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereofSection 6.8, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the Affected Assets to be retransferred to the SPV, 2009 pursuant to an indemnification obligationin recordable form if necessary, and in favor of the SPV as the SPV may reasonably request, (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in deliver any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, Affected Assets to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant be retransferred to the terms SPV in its possession to the SPV and conditions (iii) otherwise take such actions as are necessary and appropriate to release the lien of a Securitization Instrument with respect the Facility Agent and the Secured Parties on the portion of the Affected Assets to delinquencies be retransferred to the SPV and defaulted Contractsrelease and deliver to the SPV such portion of the Affected Assets to be retransferred to the SPV. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Securitization Date, the SPV shall have the right to prepay all or a portion of the Target CompaniesLoans in accordance with Section 2.8 hereof in connection with the sale and assignment of all or a portion of the Affected Assets, as the case may be (each, a “Securitization”), subject to the following terms and conditions: (i) the SPV shall have given the Facility Agent at least fifteen (15) Business Days’ prior written notice of its intent to effect a Securitization, unless such notice is waived or reduced by the Facility Agent; (ii) any Securitization shall be in connection with a Permitted Term Securitization Transaction; (iii) to the extent that the proposed Securitization relates to less than all of the Loans outstanding at such time, after giving effect to such Securitization and the assignment to the SPV of all or a portion of the Affected Assets, as the case may be, on any Securitization Date, (v) the aggregate outstanding principal amount of all the Loans shall not exceed the lesser of the Facility Limit and the Borrowing Base, (w) the representations and warranties contained in Section 3.1 and 3.2, hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (x) the eligibility of any Pool Receivable remaining as part of the Affected Assets after the Securitization will be redetermined as of the Securitization Date according to the terms hereof, (y) the Concentration Limit Excess will be redetermined as of the Securitization Date according to the terms hereof, and (z) neither an Potential Termination Event nor a Termination Event shall be continuing or shall have resulted from such Securitization; (iv) on the related Securitization Date, the Facility Agent, on behalf of each Administrator, Lender, and Hedge Counterparty shall have received, as applicable, in each caseimmediately available funds, an amount reasonably determined by the Facility Agent to equal to the sum of (x) the portion of the Loans to be prepaid, plus (y) an amount equal to all unpaid interest on such portion of the Loans to be paid (to the extent it is requested that such interest be paid at such time by the applicable Administrator), plus (z) an aggregate amount equal to the sum of all other amounts due and owing to the Facility Agent, the Servicer, the Backup Servicer, the Custodian, the Administrators, the Lenders, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent that it is a servicer of any accrued to such date and to accrue thereafter (including, without limitation, breakage costs and Hedge Breakage Costs; (v) on or prior to each Securitization Transaction (in such a capacityDate, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, SPV shall have delivered to the extent that it is Facility Agent a Securitization Issuing Entity or Securitization Servicerlist specifying all Pool Receivables to be sold and assigned pursuant to such Securitization; and (vi) in selecting the Affected Assets to be included in the Securitization, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, there shall be no adverse selection which could reasonably be expected to be materially unfavorable to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization InstrumentsSecured Parties. (b) Since January 1In connection with any Securitization, 2009simultaneously with the receipt by the Facility Agent on behalf of the Administrators of the amounts referred to in clause (iv) above, there shall be sold and assigned to the SPV without recourse, representation or warranty all of the right, title and interest of the Facility Agent for the benefit of the Secured Parties in, to and under the portion of the Affected Assets so retransferred and such portion of the Affected Assets so retransferred shall be released from the lien of this Agreement (subject to the requirements of clause (iii) above). (c) The SPV hereby agrees to pay the reasonable and documented legal fees and expenses of the Facility Agent, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law Administrator and the Secured Parties in connection with any Securitization Transaction(including, and each such filing complied but not limited to, expenses incurred in all material respects connection with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as release of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light lien of the circumstances under which they were made, not misleading. No securities were issued or sold by any of Facility Agent in the Target Companies or any Securitization Issuing Entity Affected Assets in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, connection with the giving of notice, the passage of time, or both would constitute any such eventSecuritization). (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in In connection with any issued securities; providedSecuritization, howeveron the related Securitization Date, that for the purposes of this representationFacility Agent, none on behalf of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualSecured Parties, subordinate interestshall, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all at the expense of the Securitization Transactions as of the date of this Agreement. With respect SPV and pursuant to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereofSection 6.8, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the Affected Assets to be retransferred to the SPV, 2009 pursuant to an indemnification obligationin recordable form if necessary, and in favor of the SPV as the SPV may reasonably request, (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in deliver any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, Affected Assets to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant be retransferred to the terms SPV in its possession to the SPV and conditions (iii) otherwise take such actions as are necessary and appropriate to release the lien of a Securitization Instrument with respect the Facility Agent and the Secured Parties on the portion of the Affected Assets to delinquencies be retransferred to the SPV and defaulted Contractsrelease and deliver to the SPV such portion of the Affected Assets to be retransferred to the SPV. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target CompaniesLoans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization, subject to the following terms and conditions: (i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Image File Custodian, the Account Bank and the Backup Servicer at least 30 days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, (D) if such Securitization Date is not a Payment Date, the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, and (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein; (iv) on the related Securitization Date, (x) the Borrower shall have paid, in each caseimmediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent that it is a servicer accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of any Securitization Transaction (in such a capacitydoubt, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each portion of the Target Companiesaggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), and (y) each of the Backup Servicer, the Image File Custodian and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; (v) at least five Business Days prior to the extent that it is a related Securitization Issuing Entity or Securitization ServicerDate, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, Borrower shall have delivered to the extent Administrative Agent, the Agents and the Image File Custodian a list specifying the Receivables being released pursuant to such Securitization; and (vi) the Loans Outstanding that it is are Class A Loans shall be reduced by a Securitization Depositor or Securitization Originator, has performed in all material respects all minimum aggregate amount of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments$5,000,000 dollars. (b) Since January 1The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, 2009the Lenders, each Target Companythe Servicer, each Securitization Depositorthe Backup Servicer, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law the Image File Custodian and the Account Bank in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest expenses incurred in connection with any issued securities; provided, however, that for the purposes of this representation, none release of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all Lien of the Securitization Transactions as of Administrative Agent, the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports Lenders and instruments relating to any other party having such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, subject to the following terms and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Image File Custodian, the Account Bank and, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least five (5) Business Days’ prior notice to such parties if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), none the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, (D) if such Securitization Date is not a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualPayment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, credit reserve account or similar instrument or account related (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), and (y) each of the Backup Servicer, the Image File Custodian and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; (v) at least five Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents and, the Image File Custodian and the Electronic Vault Provider (solely with respect to any Electronic Contracts) a list specifying the Receivables being released pursuant to such Securitization; and (vi) the Loans Outstanding that are Class A Loans shall be reduced by a minimum aggregate amount of $5,000,000 dollars. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer, the Image File Custodian and the Account Bank in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. As a material inducement to Landlord’s willingness to enter into the Transactions contemplated by this Lease and the other Transaction Documents, Tenant covenants to Landlord for so long as this Lease is in effect as follows: (a) Each of the Target Companies, Tenant agrees to cooperate in each case, to the extent that it is a servicer of any Securitization Transaction (in such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects good faith with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with Landlord and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law Lender in connection with any Securitization Transaction, and each such filing complied in all material respects with of any of the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering documentLoan Documents, or any amendments or supplements thereto containedall servicing rights with respect thereto, as of the date on which it was issued in any Securitization Transactionincluding, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereinwithout limitation, in light of the circumstances under which they were made(X) providing such documents, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or financial and other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assetsdata, and no event has occurred that, with other information and materials (the giving of notice, the passage of time, or both “Disclosures”) which would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction typically be required with respect to any payments of principal the Tenant Entities by a purchaser, transferee, assignee, servicer, participant, investor or interest in connection rating agency involved with any issued securitiesrespect to such Securitization; provided, however, that for the purposes Tenant Entities shall not be required to make Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws; and (Y) amending the terms of this representationLease to the extent necessary so as to satisfy the requirements of purchasers, none of transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Securitization, so long as such amendments would not have a material adverse effect upon the Target Companies Tenant Entities or the transactions contemplated by this Lease. Landlord shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding responsible for causing Lender to prepare at Lender’s expense any credit residual, subordinate interest, credit reserve account or similar instrument or account related documents evidencing the amendments referred to any Securitization Transaction.in the preceding subitem (Y); and (eb) Section 3.19(e) of Parent's Disclosure Letter lists all of Tenant consents to Landlord and Lender providing the Securitization Transactions Disclosures, as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports well as any other information which Landlord and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract Lender may now have or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument hereafter acquire with respect to delinquencies the Property or the financial condition of the Tenant Entities to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Securitization. Tenant shall pay its own attorney fees and defaulted Contractsother out-of-pocket expenses incurred in connection with the performance of its obligations under this Section 18.11. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each So long as no Termination Event has occurred, the Borrower shall have the right on any Business Day to prepay all or (subject to clause (v) below) a portion of the Target Companies, in each case, Loans Outstanding and request the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization, subject to the following terms and conditions: (i) The Borrower shall have given the Secured Parties, the Paying Agent and the Custodian at least five (5) Business Days’ prior written notice of its intent to effect a Securitization Transactionand, and each such filing complied in all material respects with at least two (2) Business Days prior to the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as closing of the date on which Securitization, shall provide the Secured Parties with all information reasonably required by it was issued to produce the related Securitization Release, substantially in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.form attached hereto as Exhibit H. (cii) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation Each Securitization shall reduce the Loans Outstanding either (A) to the perfection of security $0.00 or title or other similar event currently exists under any Securitization Instrument and (B) to no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securitiesless than $[***]; provided, however, that notwithstanding the foregoing provisions of this Section, the Administrative Agent may, acting in good faith, permit a Securitization following the occurrence of a Termination Event provided that such Securitization satisfies the other provisions of this Section and shall reduce the Loans Outstanding to $0.00. (iii) Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Secured Parties a Securitization Date Certificate and updated Receivable Data, together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions); provided that, for the purposes avoidance of doubt, the Administrative Agent shall not incur (and does not assume) any liability in connection with the determination by the Servicer or the Borrower that the Borrower has sufficient funds on the related Securitization Date to effect such Securitization in accordance with this representationAgreement. (iv) On the related Securitization Date, none of the Target Companies following shall be true and correct and the Borrower shall be deemed a “guarantor” to have certified that, after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables similar to the Receivables), (B) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent relating to an earlier date, and (C) no Unmatured Termination Event, Termination Event, Early Amortization Event or “credit enhancer” solely by reason of owning Unmatured Servicer Termination Event, has occurred or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transactionwill result from such Securitization. (ev) Section 3.19(eOn the related Securitization Date, the Borrower shall pay directly to the Secured Parties, in immediately available funds, (A) of Parent's Disclosure Letter lists all the portion of the Loans Outstanding to be paid (such amount to be allocated pro rata among the lenders based on the Invested Percentages of the Lenders), (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably estimated by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, and (C) all Aggregate Unpaids then due and payable with respect thereto. The amount paid pursuant to (1) clauses (A) and (B) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the Securitization Transactions as Date or next Payment Date (or on such Payment Date, if the Securitization Date is on a Payment Date) and (2) clause (C) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date. In the event that the Administrative Agent subsequently determines that the actual accrued and unpaid Interest attributable to that portion of the aggregate Loans Outstanding paid in connection with the Securitization is in excess of the amount of accrued and unpaid Interest estimated pursuant to the foregoing clause (A), the Borrower will remit or cause to be remitted the amount of such excess to the Lenders in immediately available funds on the date of this Agreement. With respect to each Securitization Transactionthe Administrative Agent’s request or, a complete copy of all material documentsif commercially impracticable, agreements, reports and instruments relating to promptly upon such Securitization Transaction has been made available to Purchaserrequest. (fvi) Each On the related Securitization Issuing Entity is not a party Date, the Servicer shall have received, in immediately available funds, all amounts due and payable by the Borrower to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a partyServicer under this Agreement. (gb) As The Borrower hereby agrees to pay the reasonable legal fees, expenses and indemnities of the date hereofCustodian, the Paying Agent, the Servicer and the Secured Parties in connection with any Securitization (including expenses incurred in connection with the release of the Lien of the Secured Parties in connection with such Securitization). (c) In connection with any Securitization, on the related Securitization Date, subject to satisfaction of the conditions referred to in this Section, the Administrative Agent shall, at the expense of the Borrower, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the related Receivables (and the other related Collateral) to be released to the Borrower, 2009 pursuant to an indemnification obligationincluding a Securitization Release, and in favor of the Borrower as the Borrower may reasonably request, (ii) no event has occurred and is continuing that (with deliver or without notice or lapse of time) would cause to be reasonably likely to result in delivered any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, related Receivables (and the other related Collateral) to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant be released to the terms Borrower to the Borrower and conditions (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of a Securitization Instrument with respect the Administrative Agent on the portion of the related Receivables (and the other related Collateral) to delinquencies be released to the Borrower and defaulted Contractsdeliver to the Borrower such related Receivables and related Collateral. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization,; (B) no Borrowing Base Deficiency exists,; (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, ; provided, that the Borrower may affect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization; (D) if such Securitization Date is not a Payment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08,; (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, credit reserve account or similar instrument or account related except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein; and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Account Bank in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, (D) if such Securitization Date is not a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualPayment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, credit reserve account or similar instrument or account related (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Account Bank in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization Transaction, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the purposes avoidance of this representationdoubt, none such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such 63 Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess, if any, of (A) the purchase price paid with respect to Receivables as set forth in Section 2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.07(a)(xiii). (ev) Section 3.19(eat least two (2) of Parent's Disclosure Letter lists all of Business Days prior to the related Securitization Transactions as of Date, the date of this Agreement. With respect Borrower shall have delivered to each Securitization Transaction, the Administrative Agent a complete copy of all material documents, agreements, reports and instruments relating list specifying the Receivables being released pursuant to such Securitization Transaction has been made available to PurchaserSecuritization; and (vi) the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars. (fb) Each Securitization Issuing Entity is not a party The Borrower hereby agrees to any agreement, contract or commitment other than pay the relevant Securitization Instruments to which it is a party. (g) As reasonable out-of-pocket legal fees and expenses of the date hereofAdministrative Agent, (i) no material claim has been made since January 1the Lenders, 2009 pursuant to an indemnification obligationthe Servicer, the Backup Servicer and (ii) no event has occurred and is continuing that (the Account Bank in connection with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant (including expenses incurred in any Securitization Transaction. (h) As connection with the release of the date hereofLien of the Administrative Agent, to Parent's Knowledge, no the Lenders and any other party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to having such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes an interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. In connection with the Existing Credit Agreement, the Lenders approved and consented to a series of transactions pursuant to which (ai) Each Borrower transferred certain assets to CBC Insurance Revenue Securitization, LLC ("NEWCO"), a special purpose vehicle which is wholly owned by Borrower and (ii) NewCo issued certain asset-backed notes in the aggregate amount of the Target Companies, in each case, up to $325,000,000.00 and to the extent granting of liens as security therefore as more particularly described in that it is a servicer of any Securitization Transaction certain Preliminary Offering Memorandum dated September 26, 2002. The transactions referred to in (in such a capacity, a “Securitization Servicer”i) or otherwise a party and (ii) above are collectively the "EXISTING SECURITIZATION". Borrower has requested that the Lenders approve and consent to a Securitization Transaction, is in compliance in all material respects with all Contracts transaction pursuant to which it Borrower will similarly transfer the assets described on Schedule 3.8 (the "SECURITIZED ASSETS") to a special purpose vehicle which is bound under such or will be wholly owned by Borrower ("SPV") and the issuance by NewCo or some other SPV of certain asset-backed notes in the aggregate amount of up to $65,000,000.00 (the "SECURITIZATION NOTES") and the granting of liens by NewCo or SPV on the Securitized Assets as security for the Securitization Transaction Notes (collectively referred to as the “Securitization Instruments”"PROPOSED SECURITIZATION"). Each The Lenders hereby consent to and approve the Proposed Securitization, provided (i) Agent and the Lenders shall have received and approved the documents by which the Proposed Securitization is consummated and (ii) no Default or Event of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently Default exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities; provided, however, that for the purposes of this representation, none of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions Agreement as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As closing of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, Proposed Securitization and (iiiii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any the Proposed Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization constitutes a Qualified Receivables Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted Contracts. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least three (3) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider, with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G; and provided further, that, for the purposes avoidance of this representationdoubt, none such three (3) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Class A Borrowing Base and the Total Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Class A Borrowing Base Deficiency or Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, (D) if such Securitization Date is not a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualPayment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, credit reserve account or similar instrument or account related (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess, if any, of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable in the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii). (ev) Section 3.19(eat least three (3) of Parent's Disclosure Letter lists all of Business Days prior to the related Securitization Transactions as of Date, the date of this Agreement. With respect Borrower shall have delivered to each Securitization Transaction, the Administrative Agent and the Agents a complete copy of all material documents, agreements, reports and instruments relating list specifying the Receivables being released pursuant to such Securitization Transaction has been made available to PurchaserSecuritization; and (vi) the Loans Outstanding that are Class A Loans shall be reduced by a minimum aggregate amount of $1,000,000 dollars. (fb) Each Securitization Issuing Entity is not a party The Borrower hereby agrees to any agreement, contract or commitment other than pay the relevant Securitization Instruments to which it is a party. (g) As reasonable out-of-pocket legal fees and expenses of the date hereofAdministrative Agent, (i) no material claim has been made since January 1the Lenders, 2009 pursuant to an indemnification obligationthe Servicer, the Backup Servicer and (ii) no event has occurred and is continuing that (the Account Bank in connection with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant (including expenses incurred in any Securitization Transaction. (h) As connection with the release of the date hereofLien of the Administrative Agent, to Parent's Knowledge, no the Lenders and any other party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to having such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes an interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (vii) below) a portion of the Target CompaniesLoans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables in connection with a Securitization, subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent at least 15 Business Days’ prior written notice of its intent to effect a Securitization. (ii) Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent a Securitization Date Certificate and an updated Monthly Loan Tape, together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions to Persons other than Santander Consumer). (iii) On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables on the related Securitization Date, (A) the 31-60 Day Delinquency Ratio and the 61-90 Day Delinquency Ratio after giving effect to such Securitization shall be less than or equal to such ratio immediately prior to such Securitization (determined on and after the Group A-1/A-2 Effective Date both with respect to the Group A-1 Receivables and the Group A-2 Receivables), (B) no adverse selection procedure shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (C) the representations and warranties contained in Section 5.01 and 5.02 are true and correct in all material respects, except to the extent relating to an earlier date, (D) neither an Unmatured Termination Event nor a Termination Event has occurred or results from such Securitization and (E) there shall not exist a Group A-1 Borrowing Base Deficiency or a Group A-2 Borrowing Base Deficiency and, if such Securitization Date occurs during any calendar month prior to the Determination Date for such calendar month, there shall be no reason to conclude that a Group A-1 Borrowing Base Deficiency or a Group A-2 Borrowing Base Deficiency will be determined to exist on such Determination Date. Notwithstanding any other provision of this Agreement, on the related Securitization Date, upon the written instructions of the Borrower, the Administrative Agent shall release from its Lien, any and all Delinquent Receivables, Defaulted Receivables and Charged-off Receivables designated in such instructions, without any payment by the Borrower in respect of the Principal Balances of such released Receivables. (iv) On the related Securitization Date, the Administrative Agent shall have received, for the benefit of the Lenders and the Hedge Counterparties, as applicable, in each caseimmediately available funds, (A) for the portion of the aggregate Loans Outstanding to be prepaid, 100% for the principal amount of the Loans Outstanding that are being prepaid (which amount shall be not less than the reduction in the principal amount of the Loans Outstanding that will be necessary so that no Group A-1 Borrowing Base Deficiency or Group A-2 Borrowing Base Deficiency will exist after giving effect to such Securitization), (B) an amount in respect of Interest equal to the product of (i) the weighted average APR of the Receivables that are to be released on such Securitization Date, weighted on the basis of the Aggregate Net Principal Balance of such Receivables divided by 12 and (ii) the Aggregate Net Principal Balance of the Receivables that are to be released on such Securitization Date, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent that it is a servicer of any Securitization Transaction accrued to such date and to accrue thereafter (in such a capacity, a “Securitization Servicer”including Breakage Costs and Hedge Breakage Costs) or otherwise a party and (D) all other Aggregate Unpaids with respect thereto. The amount paid pursuant to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under (1) clause (A) shall be applied on such Securitization Transaction Date to the payment of principal on the Loans Outstanding (collectively referred to as allocated on and after the “Securitization Instruments”). Each of the Target CompaniesGroup A-1/A-2 Effective Date, to the extent that it is a Class A-1 Loans and the Class A-2 Loans, based on the pro rata portion of the Group A-1 Receivables and the Group A-2 Receivables, respectively, to which the Receivables in connection with such Securitization Issuing Entity relate), (2) clause (B) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the next Payment Date (or Securitization Serviceron such Payment Date, has performed in all material respects all of its respective obligations under if the Securitization Instruments. Each Date is on a Payment Date) and (3) clauses (C) and (D) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date. (v) On or prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent a list specifying all Contracts under which the Receivables not to be released pursuant to such Securitization arose. (vi) On or prior to the related Securitization Date, the Borrower shall have deposited to the Collection Account an amount equal to all Unreimbursed Servicer Advances associated with the Receivables to be released. (vii) Any partial prepayment of the Target Companies, in each case, to Loans Outstanding occurring after the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of Termination Date shall occur only if the Administrative Agent provides its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instrumentsprior written consent. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused The Borrower hereby agrees to be made all material filings required to be made by it with any Government Authority under applicable Law pay the reasonable legal fees and expenses of the Administrative Agent and the Lenders in connection with any Securitization Transaction, and each such filing complied (including expenses incurred in all material respects connection with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as release of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light Lien of the circumstances under which they were madeAdministrative Agent, not misleading. No securities were issued or sold by the Lenders and any of other party having such an interest in the Target Companies or any Securitization Issuing Entity Receivables in violation in any material respect of applicable Law in any Securitization Transactionconnection with such Securitization). (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in In connection with any issued securities; providedSecuritization, howeveron the related Securitization Date, that for the purposes of this representation, none subject to satisfaction of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualconditions referred to in this Section, subordinate interestthe Administrative Agent shall, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all at the expense of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereofBorrower, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the Receivables (and the other related Collateral) to be released to the Borrower, 2009 pursuant to an indemnification obligationincluding a Securitization Release, and in favor of the Borrower as the Borrower may reasonably request, (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in deliver any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, Receivables (and the other related Collateral) to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant be released to the terms Borrower in its possession to the Borrower and conditions (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of a Securitization Instrument with respect the Administrative Agent on the portion of the Receivables (and the other related Collateral) to delinquencies be released to the Borrower and defaulted Contractsdeliver to the Borrower such Receivables and related Collateral. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization Transaction, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: LEGAL02/41783784v7 LEGAL02/42659596v2 (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the purposes avoidance of this representationdoubt, none such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall LEGAL02/41783784v7 LEGAL02/42659596v2 be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess, if any, of (A) the purchase price paid with respect to Receivables as set forth in Section 2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.07(a)(xiii). (ev) Section 3.19(eat least two (2) of Parent's Disclosure Letter lists all of Business Days prior to the related Securitization Transactions as of Date, the date of this Agreement. With respect Borrower shall have delivered to each Securitization Transaction, the Administrative Agent a complete copy of all material documents, agreements, reports and instruments relating list specifying the Receivables being released pursuant to such Securitization Transaction has been made available to PurchaserSecuritization; and (vi) the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars. (fb) Each Securitization Issuing Entity is not a party The Borrower hereby agrees to any agreement, contract or commitment other than pay the relevant Securitization Instruments to which it is a party. (g) As reasonable out-of-pocket legal fees and expenses of the date hereofAdministrative Agent, (i) no material claim has been made since January 1the Lenders, 2009 pursuant to an indemnification obligationthe Servicer, the Backup Servicer and (ii) no event has occurred and is continuing that (the Account Bank in connection with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant (including expenses incurred in any Securitization Transaction. (h) As connection with the release of the date hereofLien of the Administrative Agent, to Parent's Knowledge, no the Lenders and any other party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to having such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes an interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Securitization Date, the SPV shall have the right to prepay all or a portion of the Target CompaniesLoans in accordance with Section 2.8 hereof in connection with the sale and assignment of all or a portion of the Affected Assets, as the case may be (each, a “Securitization”), subject to the following terms and conditions: (i) the SPV shall have given the Facility Agent at least fifteen (15) Business Days’ prior written notice of its intent to effect a Securitization, unless such notice is waived or reduced by the Facility Agent; (ii) any Securitization shall be in connection with a Permitted Term Securitization Transaction; (iii) to the extent that the proposed Securitization relates to less than all of the Loans outstanding at such time, after giving effect to such Securitization and the assignment to the SPV of all or a portion of the Affected Assets, as the case may be, on any Securitization Date, (v) the aggregate outstanding principal amount of all the Loans shall not exceed the lesser of the Facility Limit and the Borrowing Base, (w) the representations and warranties contained in Section 3.1 and 3.2, hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (x) the eligibility of any Pool Receivable remaining as part of the Affected Assets after the Securitization will be redetermined as of the Securitization Date according to the terms hereof (provided that, for the avoidance of doubt, clause (w) of the definition of Eligible Receivable shall continue to be tested as of the date such Receivable was added as a Pool Receivable), (y) the Concentration Limit Excess will be redetermined as of the Securitization Date according to the terms hereof, and (z) neither an Potential Termination Event nor a Termination Event shall be continuing or shall have resulted from such Securitization; (iv) on the related Securitization Date, the Facility Agent, on behalf of each Administrator, Lender, and Hedge Counterparty shall have received, as applicable, in each caseimmediately available funds, an amount reasonably determined by the Facility Agent to equal to the sum of (x) the portion of the Loans to be prepaid, plus (y) an amount equal to all unpaid interest on such portion of the Loans to be paid (to the extent it is requested that such interest be paid at such time by the applicable Administrator), plus (z) an aggregate amount equal to the sum of all other amounts due and owing to the Facility Agent, the Servicer, the Backup Servicer, the Custodian, the Administrators, the Lenders, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent that it is a servicer of any accrued to such date and to accrue thereafter (including, without limitation, breakage costs and Hedge Breakage Costs; (v) at least five (5) Business Days prior to each Securitization Transaction (in such a capacityDate, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, SPV shall have delivered to the extent that it is Facility Agent a Securitization Issuing Entity or Securitization Servicerlist specifying all Pool Receivables to be sold and assigned pursuant to such Securitization; and (vi) in selecting the Affected Assets to be included in the Securitization, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, there shall be no adverse selection which could reasonably be expected to be materially unfavorable to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization InstrumentsSecured Parties. (b) Since January 1In connection with any Securitization, 2009simultaneously with the receipt by the Facility Agent on behalf of the Administrators of the amounts referred to in clause (iv) above, there shall be sold and assigned to the SPV without recourse, representation or warranty all of the right, title and interest of the Facility Agent for the benefit of the Secured Parties in, to and under the portion of the Affected Assets so retransferred and such portion of the Affected Assets so retransferred shall be released from the lien of this Agreement (subject to the requirements of clause (iii) above). (c) The SPV hereby agrees to pay the reasonable and documented legal fees and expenses of the Facility Agent, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law Administrator and the Secured Parties in connection with any Securitization Transaction(including, and each such filing complied but not limited to, expenses incurred in all material respects connection with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as release of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light lien of the circumstances under which they were made, not misleading. No securities were issued or sold by any of Facility Agent in the Target Companies or any Securitization Issuing Entity Affected Assets in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, connection with the giving of notice, the passage of time, or both would constitute any such eventSecuritization). (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in In connection with any issued securities; providedSecuritization, howeveron the related Securitization Date, that for the purposes of this representationFacility Agent, none on behalf of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualSecured Parties, subordinate interestshall, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all at the expense of the Securitization Transactions as of the date of this Agreement. With respect SPV and pursuant to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereofSection 6.8, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the Affected Assets to be retransferred to the SPV, 2009 pursuant to an indemnification obligationin recordable form if necessary, and in favor of the SPV as the SPV may reasonably request, (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in deliver any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, Affected Assets to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant be retransferred to the terms SPV in its possession to the SPV and conditions (iii) otherwise take such actions as are necessary and appropriate to release the lien of a Securitization Instrument with respect the Facility Agent and the Secured Parties on the portion of the Affected Assets to delinquencies be retransferred to the SPV and defaulted Contractsrelease and deliver to the SPV such portion of the Affected Assets to be retransferred to the SPV. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape with the same detail as a Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that the Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Securities Intermediary shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (vi) (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Securities Intermediary in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the Target CompaniesLoans Outstanding and request the Administrative Agent to release its security interest and Lien on the related Receivables (and the related Collateral) in connection with a Securitization, subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent, each Hedge Counterparty, the Account Bank, the Backup Servicer and the Custodian at least[***]Business Days’ prior written notice of its intent to effect a Securitization and, at least [***]Business Days prior to the closing of the Securitization, shall provide the Administrative Agent with all information reasonably required by it to produce the related Securitization Release, substantially in the form attached hereto as Exhibit I. (ii) Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Borrower shall deliver to the Administrative Agent a Securitization Date Certificate and the Servicer shall deliver an updated data tape, together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of 155673.00101/154424345v.13 the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions). (iii) On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedure shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables similar to the Receivables), (B) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent relating to an earlier date, (C) no Unmatured Termination Event, Termination Event, Servicer Termination Event or Unmatured Servicer Termination Event, has occurred or results from such Securitization, and (D) (1) unless the aggregate Loans Outstanding and all other Obligations are fully repaid with the proceeds from such Securitization and/or a capital contribution from the Parent, the aggregate Loans Outstanding shall exceed $[***] after giving effect to such Securitization and (2) any remaining Receivables with respect to which more than [***]% of any Scheduled Payment remains unpaid for more than [***] days after the related due date as of the Securitization Date will no longer be considered an Eligible Receivable. (iv) On the related Securitization Date, the Administrative Agent shall have received, for the benefit of the Secured Parties, in each caseimmediately available funds, (A) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably estimated by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Owner Trustee, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including any Breakage Costs and Hedge Breakage Costs) and (C) all other Aggregate Unpaids then due and payable with respect thereto. The amount paid pursuant to (1) clause (A) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the next Payment Date (or on such Payment Date, if the Securitization Date is on a Payment Date) and (2) clauses (B) and (C) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date. In the event that it is a servicer the Administrative Agent subsequently determines that the actual accrued and unpaid Interest attributable to that portion of any the aggregate Loans Outstanding paid in connection with the Securitization Transaction (in such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each excess of the Target Companies, amount of accrued and unpaid Interest estimated pursuant to the extent that it is a foregoing clause (A), the Borrower will remit or cause to be remitted the amount of such excess to the Administrative Agent promptly upon request. (v) On the related Securitization Issuing Entity or Securitization ServicerDate, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target CompaniesServicer shall have received, in each caseimmediately available funds, all amounts due and payable by the Borrower to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations Servicer under the Securitization Instrumentsthis Agreement. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments.155673.00101/154424345v.13 (b) Since January 1The Borrower hereby agrees to pay the reasonable legal fees, 2009expenses and indemnities of the Administrative Agent, each Target Companythe Custodian, each Securitization Depositorthe Backup Servicer, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law the Account Bank, the Servicer and the Lenders in connection with any Securitization Transaction, and each such filing complied (including expenses incurred in all material respects connection with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as release of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light Lien of the circumstances under which they were madeAdministrative Agent, not misleading. No securities were issued or sold by the Lenders and any of other party having such an interest in the Target Companies or any Securitization Issuing Entity Receivables in violation in any material respect of applicable Law in any Securitization Transactionconnection with such Securitization). (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in In connection with any issued securities; providedSecuritization, howeveron the related Securitization Date, that for the purposes of this representation, none subject to satisfaction of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualconditions referred to in this Section, subordinate interestthe Administrative Agent shall, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all at the expense of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereofBorrower, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the Receivables (and the other related Collateral) to be released to the Borrower, 2009 pursuant to an indemnification obligationincluding a Securitization Release, and in favor of the Borrower as the Borrower may reasonably request, (ii) no event has occurred and is continuing that (with deliver or without notice or lapse of time) would cause to be reasonably likely to result in delivered any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, Receivables (and the other related Collateral) to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant be released to the terms Borrower to the Borrower and conditions (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of a Securitization Instrument with respect the Administrative Agent on the portion of the Receivables (and the other related Collateral) to delinquencies be released to the Borrower and defaulted Contractsdeliver to the Borrower such Receivables and related Collateral. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each In accordance with the terms of Section 2.3(a) of the Target CompaniesLoan Purchase Agreement, the Loan Originator shall effect Securitizations at the direction of the Majority Noteholders. In connection therewith, the Issuer agrees to assist the Loan Originator in each casesuch Securitizations and accordingly it shall, at the request and direction of the Majority Noteholders: (i) transfer, deliver and sell all or a portion of the Loans, as of the "cutoff dates" of the related Securitizations, to such Securitization Participants as may be necessary to effect the Securitizations; PROVIDED, that any such sale shall be for "fair market value," as determined by the Majority Noteholders in their reasonable discretion; (ii) deposit the cash Securitization Proceeds into the Collection Account pursuant to SECTION 5.01(B)(1) and retain any Retained Securities created in Securitizations in accordance with the terms of the Trust Agreement; (iii) to the extent that it is a servicer of any Securitization Transaction (in such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transactioncreates any Retained Securities, is in compliance in all material respects with all Contracts to which it is bound under accept such Securitization Transaction (collectively referred to Retained Securities as the “Securitization Instruments”). Each a part of the Target CompaniesSecuritization Proceeds, PROVIDED, that any such acceptance of such Retained Securities shall be subject to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, Issuer's reasonable approval; and (iv) take such further actions as may be reasonably necessary to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instrumentseffect such Securitizations. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to The Servicer hereby covenants that it will take such actions as may be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or reasonably necessary to make effect Securitizations as the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization TransactionMajority Noteholders may request and direct. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result The right of the performance Majority Noteholders to require the Issuer and the Loan Originator to effect Securitizations is subject to (i) the conditions set forth in Section 2.3(a) of the related pool Loan Purchase Agreement and (ii) the Issuer's right of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction approval with respect to any payments of principal or interest in connection with any issued securitiesthe Securitization; provided, however, that for the purposes no such Issuer right of this representation, none of the Target Companies approval shall be deemed required if a “guarantor” or “credit enhancer” solely by reason Disposition Trigger Event has occurred. (d) The Issuer covenants that no Loan shall remain pledged as Collateral for a single Series of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Notes past the date ending on the second Securitization Transactionwhich occurs while such Loan was pledged as Collateral. (e) Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligationThe Loan Originator shall, in either caseconnection with a Securitization, cause FFCA to obtain an Opinion of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant Counsel to the terms and conditions effect that the securities issued shall be treated as the issuance of a Securitization Instrument with respect to delinquencies and defaulted Contractsdebt instruments by FFCA or an Affiliate thereof. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization; (B) no Borrowing Base Deficiency exists; (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization; provided, that the Borrower may affect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization; (D) if such Securitization Date is not a Payment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08; (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, credit reserve account or similar instrument or account related except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein; and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the ▇▇▇▇▇▇▇▇’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Account Bank in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization Transaction, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice LEGAL02/41783784v7 to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the purposes avoidance of this representationdoubt, none such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such LEGAL02/41783784v7 Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess, if any, of (A) the purchase price paid with respect to Receivables as set forth in Section 2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.07(a)(xiii). (ev) Section 3.19(eat least two (2) of Parent's Disclosure Letter lists all of Business Days prior to the related Securitization Transactions as of Date, the date of this Agreement. With respect Borrower shall have delivered to each Securitization Transaction, the Administrative Agent a complete copy of all material documents, agreements, reports and instruments relating list specifying the Receivables being released pursuant to such Securitization Transaction has been made available to PurchaserSecuritization; and (vi) the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars. (fb) Each Securitization Issuing Entity is not a party The Borrower hereby agrees to any agreement, contract or commitment other than pay the relevant Securitization Instruments to which it is a party. (g) As reasonable out-of-pocket legal fees and expenses of the date hereofAdministrative Agent, (i) no material claim has been made since January 1the Lenders, 2009 pursuant to an indemnification obligationthe Servicer, the Backup Servicer and (ii) no event has occurred and is continuing that (the Account Bank in connection with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant (including expenses incurred in any Securitization Transaction. (h) As connection with the release of the date hereofLien of the Administrative Agent, to Parent's Knowledge, no the Lenders and any other party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to having such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes an interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Securities Intermediary, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization in connection with any issued securitiesthe form set forth in Annex 2 of Exhibit G hereto; provided, however, that the Borrower shall only be required to provide at least five (5) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider, with respect to any existing Securitization if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, further, that, for the purposes avoidance of this representationdoubt, none such five (5) Business Day notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization. (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Total Borrowing Base after giving effect to such Securitization and any distribution to the Borrower of excess funds pursuant to Section 2.14(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s- length transactions) and (B) a computer tape with the same detail as the Monthly Loan Tape on the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any have certified that after giving effect to the Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereofDate, (iA) no material claim has adverse selection procedures shall have been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of used by the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Borrower with respect to delinquencies the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Total Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and defaulted Contracts. (i) Parent has made available to Purchaser Securitization; provided that the Borrower may effect a complete copy Securitization during the occurrence of all material credit, underwriting a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or collection policies the Aggregate Unpaids shall be paid in full as a result of each Securitization Originator and Securitization Servicer.such Securitization,

Securitizations. Each Borrower hereby acknowledges that the Lenders and each of their Affiliates may sell or securitize the Borrowings (a "SECURITIZATION") through the pledge of the Borrowings as collateral security for loans to such Lenders or their Affiliates or through the sale of the Borrowings or the issuance of direct or indirect interests in the Borrowings, which loans to such Lenders or their Affiliate or direct or indirect interests will be rated by Moody's, Standard & Poor's ▇▇ ▇▇▇ or more other rating agencies (the "RATING AGENCIES"). Parent and each Borrower shall cooperate with such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) Each of amending this Agreement and the Target Companiesother Loan Documents, in each caseand executing such additional documents, to the extent that it is a servicer of any Securitization Transaction (in as reasonably requested by such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law Lenders in connection with any Securitization Transactionthe Securitization, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged provided that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities; provided, however, that for the purposes of this representation, none of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligationany such amendment or additional documentation does not impose additional costs on Borrowers, and (ii) no event has occurred and is continuing that any such amendment or additional documentation does not adversely affect the rights, or increase the obligations, of Borrowers under the Loan Documents or change or affect in a manner adverse to Borrowers the financial terms of the Borrowings, (with or without notice or lapse of timeb) would providing such information as may be reasonably likely to result requested by such Lenders in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As connection with the rating of the date hereofBorrowings or the Securitization, to Parent's Knowledge, no party to and (c) providing in connection with any rating of the Borrowings a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation certificate (i) exercised for administrative purposes agreeing to indemnify such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the ordinary course Securitization (collectively, the "SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the "LIABILITIES") to which such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of business or are based upon a breach of any of the representations and warranties contained in SECTION 5.19, and (ii) pursuant agreeing to reimburse such Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted ContractsLiabilities. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transactiona Securitization, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that for the purposes Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization if such Securitization constitutes a transfer of this representationReceivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization; provided, none that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent and each Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent and the Agents that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization; (B) no Borrowing Base Deficiency exists; (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization; provided, that the Borrower may affect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization; (D) if such Securitization Date is not a Payment Date, subordinate interestthe Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.08; (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, credit reserve account or similar instrument or account related except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein; and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators (other than a Bank Originator), as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon); (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess (if any) of (A) the purchase price paid with respect to Receivables as set forth in Section 2.15(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.15(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided, that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.08(a)(xii); (v) at least two (2) Business Days prior to the related Securitization Date, the Borrower shall have delivered to the Administrative Agent, the Agents, a list specifying the Receivables being released pursuant to such Securitization; and (A) if such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 or (B) for any other Securitization, the Loans Outstanding shall be reduced by a minimum aggregate amount of $5,000,000. (eb) Section 3.19(e) of Parent's Disclosure Letter lists all The Borrower hereby agrees to pay the reasonable out-of-pocket legal fees and expenses of the Administrative Agent, the Lenders, the Servicer, the Backup Servicer and the Account Bank in connection with any Securitization Transactions as (including expenses incurred in connection with the release of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Lien of the date hereofAdministrative Agent, (i) no material claim has been made since January 1, 2009 pursuant to the Lenders and any other party having such an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contractssuch Securitization). (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization Transaction, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the purposes avoidance of this representationdoubt, none such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedures shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and Securitization, provided that Borrower may effect a “guarantor” Securitization during the occurrence of a Facility Amortization Event other than an Event of Default if either the Administrative Agent consents or “credit enhancer” solely by reason the Aggregate Unpaids shall be paid in full as a result of owning or holding any credit residualsuch Securitization, subordinate interest(D) if such LEGAL02/42338653v2 Securitization Date is not a Payment Date, credit reserve account or similar instrument or account related the Borrower shall have sufficient available funds on the immediately succeeding Payment Date to pay all amounts due and payable on such Payment Date pursuant to Section 2.07, (E) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date as set forth therein and (F) with respect to any Receivables being transferred pursuant to clause (ii) of the definition of Securitization, the purchase price relating to such Receivables shall be at fair market value as determined in good faith by the Borrower, Regional Management and the related Originators, as applicable; (iv) on the related Securitization TransactionDate, (x) the Borrower shall have paid, in immediately available funds, to the applicable entities (A) the portion of the aggregate Loans Outstanding to be prepaid, which shall be an amount not less than the amount necessary so that no Borrowing Base Deficiency will exist after giving effect to such Securitization and such prepayment, (B) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including Breakage Costs and Hedge Breakage Costs) and (D) all other Aggregate Unpaids with respect thereto (excluding, for the avoidance of doubt, the portion of the aggregate Loans Outstanding not being prepaid on the Securitization Date and unpaid Interest thereon), (y) each of the Backup Servicer and the Account Bank shall have received all Aggregate Unpaids accrued and owing to such party on such date; and (z) if such Securitization Date is not a Payment Date, all or a portion of the excess, if any, of (A) the purchase price paid with respect to Receivables as set forth in Section 2.14(a)(iii)(F) over (B) the amounts payable pursuant to the foregoing clauses (x) and (y) of this Section 2.14(a)(iv), shall, at the Borrower’s discretion, be distributed to the Borrower on such Securitization Date; provided that, for the avoidance of doubt, if the Securitization Date is a Payment Date, any such excess may be distributed to the Borrower in accordance with Section 2.07(a)(xiii). (ev) Section 3.19(eat least two (2) of Parent's Disclosure Letter lists all of Business Days prior to the related Securitization Transactions as of Date, the date of this Agreement. With respect Borrower shall have delivered to each Securitization Transaction, the Administrative Agent a complete copy of all material documents, agreements, reports and instruments relating list specifying the Receivables being released pursuant to such Securitization Transaction has been made available to PurchaserSecuritization; and (vi) the Loans Outstanding shall be reduced by a minimum aggregate amount of $1,000,000 dollars. (fb) Each Securitization Issuing Entity is not a party The Borrower hereby agrees to any agreement, contract or commitment other than pay the relevant Securitization Instruments to which it is a party. (g) As reasonable out-of-pocket legal fees and expenses of the date hereofAdministrative Agent, (i) no material claim has been made since January 1the Lenders, 2009 pursuant to an indemnification obligationthe Servicer, the Backup Servicer and (ii) no event has occurred and is continuing that (the Account Bank in connection with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant (including expenses incurred in any Securitization Transaction. (h) As connection with the release of the date hereofLien of the Administrative Agent, to Parent's Knowledge, no the Lenders and any other party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to having such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes an interest in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Receivables in connection with respect to delinquencies and defaulted Contracts. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.such Securitization). 64 LEGAL02/42338653v2

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or a portion of the Target Companies, in each case, Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the extent that it is a servicer of any Securitization Transaction related Receivables (in such a capacity, a “Securitization Servicer”and the other related Collateral) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments. (b) Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any a Securitization Transaction, and each such filing complied which release shall be delivered in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as form of the date Securitization Release on which it was issued in any the Securitization TransactionDate, any untrue statement of a material fact or omitted subject to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.following terms and conditions: (ci) No event of defaultthe Borrower shall have given the Administrative Agent, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of noticeAgent, the passage of timeServicer, or both would constitute any such event. the Account Bank, the Backup Servicer and the Electronic Vault Provider (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction solely with respect to any payments Electronic Contracts) at least thirty (30) days’ (or such lesser number of principal or interest in connection with any issued securitiesdays as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the purposes avoidance of this representationdoubt, none such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization; (ii) unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Target Companies Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions) and (B) a computer tape of the Receivables, both before and after giving effect to such Securitization; (iii) on the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any have certified that after giving effect to the Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereofDate, (iA) no material claim has adverse selection procedures shall have been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As of used by the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument Borrower with respect to delinquencies the Receivables that will remain subject to this Agreement after giving effect to the Securitization, (B) no Borrowing Base Deficiency exists, (C) no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred or results from such release and defaulted Contracts. (i) Parent has made available to Purchaser a complete copy of all material creditSecuritization, underwriting or collection policies of each Securitization Originator and Securitization Servicer.provided 66

Securitizations. (a) Each of the Target Companies, Company and the Company Subsidiaries is in each casecompliance in all material respects with the Securitization Instruments. The Company has made available to the Acquirer complete and accurate copies of all of the material Securitization Instruments. Neither the Company nor any of the Company Subsidiaries has received any written notice of a servicer termination event under any Securitization Transaction and to the Company’s Knowledge no event has occurred and is continuing that has or would reasonably be expected to give rise to any such servicer termination event. Each of the Company and the Company Subsidiaries, to the extent that it is a servicer of seller, depositor, performance guarantor or issuing entity in any Securitization Transaction (in such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the material Securitization InstrumentsInstruments with respect to such Securitization Transaction. Each Since December 31, 2010, neither the Company nor any of the Target Companies, in each case, Company Subsidiaries was required pursuant to the extent that it is terms of the Securitization Instruments to repurchase any assets transferred in connection with a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization InstrumentsTransaction. (b) Since January 1December 31, 20092010, each Target Company, each Securitization Depositor, each Securitization Issuing Entity there has made been no Action pending against the Company or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending Company Subsidiary or, to Parentthe Company's Knowledge, threatenedthreatened in writing against the Company or any Company Subsidiary, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering documentdocument issued in any Securitization Transaction which was sponsored by the Company or any Company Subsidiary, or any amendments amendment or supplements thereto supplement thereto, contained, as of the date on which it was securities were issued in any the applicable Securitization Transaction, any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any the Company or the Company Subsidiaries in violation of Section 5 of the Target Companies Securities Act in any Securitization Transaction sponsored by the Company or any Company Subsidiary. None of the Company or the Company Subsidiaries or any Securitization Issuing Entity SPV, in violation in any material respect of applicable Law each case to the extent that it is an issuing entity in any Securitization Transaction, is required to register as an investment company under the Investment Company Act of 1940, as amended. (c) Since December 31, 2010, no nationally recognized statistical rating agency has downgraded or withdrawn its rating of any securities that were rated at least BBB or its equivalent by any such rating agency at issuance of any Securitization Transaction or placed any such ratings on a credit watch for possible downgrade, except for any such event that has resulted from a downgrade, withdrawal or credit watch with respect to the credit rating of a third party credit enhancement provider, nor, to the Company’s Knowledge, has any such downgrade, withdrawal or placement on credit watch been threatened. Since December 31, 2010, no nationally recognized statistical rating agency has downgraded or withdrawn its rating of the Company or any of the Company Subsidiaries, as servicer, or placed any such ratings on a credit watch for possible downgrade, nor, to the Company’s Knowledge, has any such downgrade, withdrawal or placement on credit watch been threatened. (d) No default, event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security default or title or other similar event currently exists has occurred under any Securitization Instrument or contract to which a Securitization SPV is a party and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently existshas been declared (and, exceptto the Company's Knowledge, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with or is continuing that would reasonably be expected to give rise to any of the giving of notice, the passage of time, or both would constitute any such eventforegoing events). (de) None of Neither the Target Companies Company nor any Company Subsidiary has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has the Company or any of the Target Companies Company Subsidiary provided any type of guaranty guarantee in any Securitization Transaction with respect to any payments of principal or and/or interest in connection with any issued securities; provided, however, that for the purposes of this representationSection 2.12(e), none of the Target Companies Company and the Company Subsidiaries shall not be deemed a “guarantor” " or “credit enhancer” " solely by reason of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) Transaction or by reason of Parent's Disclosure Letter lists all of the providing market standard indemnities under any Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to PurchaserInstrument. (f) Each Section 2.12(f) of the Company Disclosure Letter lists all Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As Transactions outstanding as of the date hereofhereof together with the amount of funding outstanding thereunder as of the dates indicated therein and sets forth all material notices, notifications, filings, consents, authorizations, approvals, and deliveries required under any Securitization Instruments in connection with the consummation of the transactions contemplated hereby (such required notices, notifications, filings, consents, authorizations, approvals, and deliveries, whether or not set forth in the Company Disclosure Letter, the “Securitization Consents”). Assuming all Securitization Consents set forth in Section 2.12(f) of the Company Disclosure Letter are obtained, the consummation of the transactions contemplated hereby will not cause the occurrence of any default, event of default, servicer default or similar event under any Securitization Instrument or any cash trapping trigger event or other event requiring the increase of credit enhancement for any Securitization Transaction. All of the Securitization Instruments (i) no material claim has been made since January 1are legal, 2009 pursuant valid and binding obligations of the Company or a Company Subsidiary, as applicable, party thereto and, to an indemnification obligationthe Company’s Knowledge, each of the counterparties thereto and (ii) no event has occurred are in full force and is continuing that (with or without notice or lapse effect and enforceable against the Company and the Company Subsidiaries party thereto and, to the Company’s Knowledge, each of time) would be reasonably likely to result in any material indemnification obligationthe counterparties thereto, in either caseaccordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. To the Company's Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor party pursuant to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization TransactionInstrument. (h) As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted Contracts. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Securitization Date, each SPV shall have the right to prepay all or a portion of its Loans in accordance with Section 2.8 hereof in connection with the sale and assignment of all or a portion of the Target CompaniesAffected Assets, as the case may be (each, a “Securitization”), subject to the following terms and conditions: (i) such SPV shall have given the Facility Agent and each related Interest Rate Hedge Counterparty at least fifteen (15) Business Days’ prior written notice of its intent to effect a Securitization, unless such notice is waived or reduced by the Facility Agent; (ii) any Securitization shall be in connection with a Permitted Term Securitization Transaction; (iii) to the extent that the proposed Securitization relates to less than all of the Loans outstanding at such time, after giving effect to such Securitization and the assignment to such SPV of all or a portion of the Affected Assets, as the case may be, on any Securitization Date, (A) no Borrowing Base Deficit shall exist, (B) the aggregate outstanding principal amount of the U.S. Loans does not exceed the U.S. Loan Commitment, (C) the aggregate outstanding principal amount of the Canadian Loans does not exceed the Canadian Loan Commitment, (D) the Aggregate Outstanding Loan Amount shall not exceed the lesser of (x) the Facility Limit and (y) the Aggregate Borrowing Base, (E) the representations and warranties contained in Sections 3.1 and 3.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (F) the eligibility of any Pool Receivable remaining as part of the Affected Assets after the Securitization will be redetermined as of the Month End Date immediately preceding the Securitization Date according to the terms hereof, (G) the Canadian Concentration Limit Excess and U.S. Concentration Limit Excess will each be redetermined as of the Month End Date immediately preceding the Securitization Date according to the terms hereof, (H) neither a Potential Termination Event nor a Termination Event shall be continuing or shall have resulted from such Securitization, and (I) the Facility Agent shall not have objected to the proposed Securitization of less than all of the Loans within five (5) Business Days’ of the receipt of the notice required pursuant to clause (i) above; (iv) on the related Securitization Date, the Facility Agent, on behalf of each Administrator, Lender, and Interest Rate Hedge Counterparty shall have received, as applicable, in each caseimmediately available funds, an amount reasonably determined by the Facility Agent to equal to the sum of (x) the portion of the Loans to be prepaid, plus (y) an amount equal to all unpaid interest on such portion of the Loans to be paid (to the extent it is requested that such interest be paid at such time by the applicable Administrator), plus (z) an aggregate amount equal to the sum of all other amounts due and owing to the Facility Agent, such Servicer, the Backup Servicer, the Custodian, the Administrators, the Lenders, the Indemnified Parties and the Interest Rate Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent that it is a servicer of any accrued to such date and to accrue thereafter (including, without limitation, breakage costs and Hedge Breakage Costs); (v) at least five (5) Business Days prior to each Securitization Transaction (in Date, such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, SPV shall have delivered to the extent that it is Facility Agent a Securitization Issuing Entity or Securitization Servicerlist specifying all Pool Receivables to be sold and assigned pursuant to such Securitization; and (vi) in selecting the Affected Assets to be included in the Securitization, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, there shall be no adverse selection which could reasonably be expected to be materially unfavorable to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization InstrumentsSecured Parties. (b) Since January 1In connection with any Securitization, 2009simultaneously with the receipt by the Facility Agent on behalf of the Administrators of the amounts referred to in clause (iv) above, there shall be sold and assigned to such SPV without recourse, representation or warranty all of the right, title and interest of the Facility Agent for the benefit of the Secured Parties in, to and under the portion of the Affected Assets so retransferred and such portion of the Affected Assets so retransferred shall be released from the lien of this Agreement (subject to the requirements of clause (iii) above). (c) Each Servicer hereby agrees to pay its pro rata portion of the reasonable and documented legal fees and expenses of the Facility Agent, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law Administrator and the Secured Parties in connection with any Securitization Transaction(including, and each such filing complied but not limited to, expenses incurred in all material respects connection with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as release of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light lien of the circumstances under which they were made, not misleading. No securities were issued or sold by any Facility Agent in the Affected Assets in connection with such Securitization) based on its pro rata portion of the Target Companies or any Securitization Issuing Entity Affected Assets included in violation in any material respect of applicable Law in any Securitization Transaction. (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such eventSecuritization. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in In connection with any issued securities; providedSecuritization, howeveron the related Securitization Date, that for the purposes of this representationFacility Agent, none on behalf of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason Secured Parties, shall, at the expense of owning or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related each SPV and pursuant to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereof6.8, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the Affected Assets to be retransferred to such SPV, 2009 pursuant to an indemnification obligationin recordable form if necessary, and in favor of such SPV as such SPV may reasonably request, (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in deliver any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, Affected Assets to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant be retransferred to such Securitization Transaction other than a repurchase, buyback or replacement obligation SPV in its possession to such SPV and (iiii) exercised for administrative purposes in otherwise take such actions as are necessary and appropriate to release the ordinary course lien of business or (ii) pursuant the Facility Agent and the Secured Parties on the portion of the Affected Assets to be retransferred to such SPV and release and deliver to such SPV such portion of the terms and conditions of a Securitization Instrument with respect Affected Assets to delinquencies and defaulted Contractsbe retransferred to such SPV. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Securitizations. (a) Each On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the Target CompaniesLoans Outstanding and request the Administrative Agent to release its security interest and Lien on the related Receivables (and the related Collateral) in connection with a Securitization, subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent, each Hedge Counterparty, the Account Bank, the Backup Servicer and the Custodian at least five (5) Business Days’ prior written notice of its intent to effect a Securitization and, at least two (2) Business Days prior to the closing of the Securitization, shall provide the Administrative Agent with all information reasonably required by it to produce the related Securitization Release, substantially in the form attached hereto as Exhibit I. (ii) Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Borrower shall deliver to the Administrative Agent a Securitization Date Certificate and the Servicer shall deliver an updated data tape, together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions). (iii) On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Securitization and the release to the Borrower of the related Receivables (and the other related Collateral) on the related Securitization Date, (A) no adverse selection procedure shall have been used by the Borrower with respect to the Receivables that will remain subject to this Agreement after giving effect to the Securitization (except as is necessary to comply with normal and customary eligibility criteria for asset-backed securities transactions involving retail auto loan receivables similar to the Receivables), (B) the representations and warranties contained in Sections 5.01 and 5.02 are true and correct in all material respects, except to the extent relating to an earlier date, and (C) no Unmatured Termination Event, Termination Event, Servicer Termination Event or Unmatured Servicer Termination Event, has occurred or results from such Securitization. (iv) On the related Securitization Date, the Administrative Agent shall have received, for the benefit of the Secured Parties, in each caseimmediately available funds, (A) an amount equal to all unpaid Interest (including Interest not yet accrued) to the extent reasonably estimated by the Administrative Agent to be attributable to that portion of the aggregate Loans Outstanding to be paid in connection with the Securitization, (B) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Owner Trustee, the Lenders and the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter (including any Breakage Costs and Hedge Breakage Costs) and (C) all other Aggregate Unpaids then due and payable with respect thereto. The amount paid pursuant to (1) clause (A) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 2.08 on the next Payment Date (or on such Payment Date, if the Securitization Date is on a Payment Date) and (2) clauses (B) and (C) shall be paid to the Persons to whom such amounts are to be owed on such Securitization Date. In the event that it is a servicer the Administrative Agent subsequently determines that the actual accrued and unpaid Interest attributable to that portion of any the aggregate Loans Outstanding paid in connection with the Securitization Transaction (in such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each excess of the Target Companies, amount of accrued and unpaid Interest estimated pursuant to the extent that it is a foregoing clause (A), the Borrower will remit or cause to be remitted the amount of such excess to the Administrative Agent promptly upon request. (v) On the related Securitization Issuing Entity or Securitization ServicerDate, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target CompaniesServicer shall have received, in each caseimmediately available funds, all amounts due and payable by the Borrower to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations Servicer under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instrumentsthis Agreement. (b) Since January 1The Borrower hereby agrees to pay the reasonable legal fees, 2009expenses and indemnities of the Administrative Agent, each Target Companythe Custodian, each Securitization Depositorthe Backup Servicer, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law the Account Bank, the Servicer and the Lenders in connection with any Securitization Transaction, and each such filing complied (including expenses incurred in all material respects connection with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as release of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light Lien of the circumstances under which they were madeAdministrative Agent, not misleading. No securities were issued or sold by the Lenders and any of other party having such an interest in the Target Companies or any Securitization Issuing Entity Receivables in violation in any material respect of applicable Law in any Securitization Transactionconnection with such Securitization). (c) No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event. (d) None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in In connection with any issued securities; providedSecuritization, howeveron the related Securitization Date, that for the purposes of this representation, none subject to satisfaction of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning or holding any credit residualconditions referred to in this Section, subordinate interestthe Administrative Agent shall, credit reserve account or similar instrument or account related to any Securitization Transaction. (e) Section 3.19(e) of Parent's Disclosure Letter lists all at the expense of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser. (f) Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party. (g) As of the date hereofBorrower, (i) no material claim has been made since January 1execute such instruments of release with respect to the portion of the Receivables (and the other related Collateral) to be released to the Borrower, 2009 pursuant to an indemnification obligationincluding a Securitization Release, and in favor of the Borrower as the Borrower may reasonably request, (ii) no event has occurred and is continuing that (with deliver or without notice or lapse of time) would cause to be reasonably likely to result in delivered any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction. (h) As portion of the date hereof, Receivables (and the other related Collateral) to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant be released to the terms Borrower to the Borrower and conditions (iii) otherwise take such actions, and cause or permit the Servicer to take such actions, as are necessary and appropriate to release the Lien of a Securitization Instrument with respect the Administrative Agent on the portion of the Receivables (and the other related Collateral) to delinquencies be released to the Borrower and defaulted Contractsdeliver to the Borrower such Receivables and related Collateral. (i) Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.