Agreement Among Sample Contracts

GM Financial Automobile Leasing Trust 2018-3 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among GM FINANCIAL AUTOMOBILE LEASING TRUST 2018-3, as Issuer GM FINANCIAL, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of July 31, 2018 (September 20th, 2018)
Ford Credit Auto Lease Trust 2018-B – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO LEASE TRUST 2018-B, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of September 1, 2018 (September 20th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as September 1, 2018 (this Agreement), among FORD CREDIT AUTO LEASE TRUST 2018-B, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer.

Ford Credit Auto Lease Trust 2018-B – AMENDED AND RESTATED TRUST AGREEMENT Among FORD CREDIT AUTO LEASE TWO LLC, Acting for Its Series of Limited Liability Company Interests Designated as the 2018-B Series, as Depositor and THE BANK OF NEW YORK MELLON, as Owner Trustee and BNY MELLON TRUST OF DELAWARE, as Delaware Trustee for FORD CREDIT AUTO LEASE TRUST 2018-B Dated as of September 1, 2018 (September 20th, 2018)

AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 1, 2018 (this Agreement), among FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as Depositor, THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as Owner Trustee under this Agreement, and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2018-B.

Ford Credit Auto Receivables Two Llc – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 20 - , as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and , as Asset Representations Reviewer Dated as of , 20 (August 30th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of , 20 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 20 - , a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and , a , as Asset Representations Reviewer.

American Honda Receivables Llc – ASSET REPRESENTATIONS REVIEW AGREEMENT Among HONDA AUTO RECEIVABLES 2018-3 OWNER TRUST, as Issuer, AMERICAN HONDA FINANCE CORPORATION, as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of August 28, 2018 (August 29th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 28, 2018 (this "Agreement"), among HONDA AUTO RECEIVABLES 2018-3 OWNER TRUST, a Delaware statutory trust, as Issuer (the "Issuer"), AMERICAN HONDA FINANCE CORPORATION, a California corporation ("AHFC"), as Sponsor and Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the "Asset Representations Reviewer").

UBS Commercial Mortgage Trust 2018-C12 – AGREEMENT AMONG NOTEHOLDERS Dated as of May 18, 2018 by and Among UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (Initial Note A-1 Holder and Initial Note A-2 Holder) and ATHENE ANNUITY AND LIFE COMPANY, AN IOWA COMPANY DOING BUSINESS IN NEW YORK UNDER FICTITIOUS NAME MLS, ATHENE IOWA (Initial Note B-1 Holder) and AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY (Initial Note B-2 Holder) 5TH STREET STATION (August 28th, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this "Agreement"), dated as of May 21, 2018 by and among UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York ("UBS AG, New York Branch," together with its successors and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein), the "Initial Note A-1 Holder"), UBS AG, New York Branch (together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein), the "Initial Note A-2 Holder") (the Initial Note A-1 Holder and the Initial Note A-2 Holder shall be referred to herein each as a "Initial Senior Noteholder" and collectively as the "Initial Senior Noteholders"), and Athene Annuity and Life Company (in its capacity as initial owner of Note B-1 (as defined herein), the "Initial Note B-1 Holder"), American Equity Investment Li

CD 2018-CD7 Mortgage Trust – AGREEMENT AMONG NOTEHOLDERS Dated as of June 8, 2018 by and Among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., (Note A-1 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., (Note A-2 Holder) and CPPIB CREDIT INVESTMENTS II INC., (Note B Holder) (Westside Portfolio) (August 24th, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS ("Agreement"), dated as of June 8, 2018 by and among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.,, a Delaware limited partnership, having an address at 110 East 59th Street, 6th Floor, New York, New York 10022 ("CCRE" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Note A-1 Holder"), CCRE (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Note A-2 Holder") and CPPIB CREDIT INVESTMENTS II INC., a Canadian corporation ("CPPIB"), having an address at One Queen Street East, Suite 250, Toronto, Ontario M5C 2W5 (together with its successors and assigns in interest, in its capacity as owner of the Note B, the "Note B Holder").

American Honda Receivables Llc – ASSET REPRESENTATIONS REVIEW AGREEMENT Among HONDA AUTO RECEIVABLES 2018-3 OWNER TRUST, as Issuer, AMERICAN HONDA FINANCE CORPORATION, as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of August 28, 2018 (August 23rd, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 28, 2018 (this "Agreement"), among HONDA AUTO RECEIVABLES 2018-3 OWNER TRUST, a Delaware statutory trust, as Issuer (the "Issuer"), AMERICAN HONDA FINANCE CORPORATION, a California corporation ("AHFC"), as Sponsor and Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the "Asset Representations Reviewer").

Toyota Auto Receivables 2018-C Owner Trust – ASSET REPRESENTATIONS REVIEW AGREEMENT Among TOYOTA AUTO RECEIVABLES 2018-C OWNER TRUST, as Issuer, TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of August 22, 2018 (August 22nd, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 22, 2018 (this "Agreement"), among TOYOTA AUTO RECEIVABLES 2018-C OWNER TRUST, a Delaware statutory trust (the "Issuer"), TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), as servicer (in such capacity, the "Servicer") and administrator (in such capacity, the "Administrator"), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the "Asset Representations Reviewer").

Procaccianti Hotel Reit, Inc. – $17,836,000 TERM LOAN LOAN AGREEMENT Among PHR TCI, LLC (As "Borrower") and CITIZENS BANK, NATIONAL ASSOCIATION (As "Agent" and a "Lender") and the Other Lenders Now or Hereafter Parties Hereto and CITIZENS BANK, NATIONAL ASSOCIATION as Sole Lead Arranger and Sole Bookrunner Dated: As of August 15, 2018 (August 21st, 2018)

This is an agreement ("Loan Agreement" or "Agreement") made and entered into as of the 15th day of August, 2018, by and among (a) PHR TCI, LLC, a Delaware limited liability company, having an address at c/o Procaccianti Companies, 1140 Reservoir Avenue, Cranston, Rhode Island 02920 ("Borrower"), (b) CITIZENS BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, having an office at One Citizens Plaza, Providence, Rhode Island 02903 (hereinafter sometimes referred to as "Agent" and sometimes as "Citizens") as a Lender and in its capacity as Agent for itself and for each of the other Lenders who are now or who hereafter become parties to this Agreement pursuant to the terms of Section 16 hereof and (c) all such Lenders.

Synchrony Card Issuance Trust – ASSET REPRESENTATIONS REVIEW AGREEMENT Among SYNCHRONY BANK, as Seller and as Servicer, SYNCHRONY CARD FUNDING, LLC, as Transferor, SYNCHRONY CARD ISSUANCE TRUST, as Issuer, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of August 15, 2018 (August 20th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 15, 2018, among SYNCHRONY BANK, a federal savings association, individually ("Bank"), as Seller (in such capacity, "Seller") and as Servicer (in such capacity, "Servicer"), SYNCHRONY CARD FUNDING, LLC, a Delaware limited liability company, as Transferor ("Transferor"), SYNCHRONY CARD ISSUANCE TRUST, a Delaware statutory trust, as Issuer ("Issuer"), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (in such capacity, "Vendor").

Toyota Auto Receivables 2018-C Owner Trust – FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT Among TOYOTA AUTO RECEIVABLES 2018-C OWNER TRUST, as Issuer, TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of August 22, 2018 (August 16th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of August 22, 2018 (this "Agreement"), among TOYOTA AUTO RECEIVABLES 2018-C OWNER TRUST, a Delaware statutory trust (the "Issuer"), TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), as servicer (in such capacity, the "Servicer") and administrator (in such capacity, the "Administrator"), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the "Asset Representations Reviewer").

AmeriCredit Automobile Receivables Trust 2018-2 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, Issuer AMERICREDIT FINANCIAL SERVICES, INC., Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of July 2, 2018 (August 16th, 2018)
AmeriCredit Automobile Receivables Trust 2018-2 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, Issuer AMERICREDIT FINANCIAL SERVICES, INC., Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of July 2, 2018 (August 10th, 2018)
GM Financial Consumer Automobile Receivables Trust 2018-3 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3, Issuer GM FINANCIAL, Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of July 18, 2018 (July 20th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of July 18, 2018 (this Agreement), among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3, a Delaware statutory trust (the Issuer), AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, a Delaware corporation (GM Financial), in its capacity as Servicer (in such capacity, the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the Asset Representations Reviewer).

Nissan Auto Receivables 2018-B Owner Trust – ASSET REPRESENTATIONS REVIEW AGREEMENT Among NISSAN AUTO RECEIVABLES 2018-B OWNER TRUST, as Issuer NISSAN MOTOR ACCEPTANCE CORPORATION, as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of July 25, 2018 (July 18th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of July 25, 2018 (this Agreement), among NISSAN AUTO RECEIVABLES 2018-B OWNER TRUST, a Delaware statutory trust, as Issuer, NISSAN MOTOR ACCEPTANCE CORPORATION, a California Corporation (NMAC), as Sponsor and Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the Asset Representations Reviewer).

GM Financial Consumer Automobile Receivables Trust 2018-3 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3, Issuer GM FINANCIAL, Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of July 18, 2018 (July 13th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of July 18, 2018 (this Agreement), among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3, a Delaware statutory trust (the Issuer), AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, a Delaware corporation (GM Financial), in its capacity as Servicer (in such capacity, the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the Asset Representations Reviewer).

UBS Commercial Mortgage Trust 2018-C11 – AGREEMENT AMONG NOTEHOLDERS Dated as of May 18, 2018 by and Among UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (Initial Note A-1 Holder and Initial Note A-2 Holder) and ATHENE ANNUITY AND LIFE COMPANY, AN IOWA COMPANY DOING BUSINESS IN NEW YORK UNDER FICTITIOUS NAME MLS, ATHENE IOWA (Initial Note B-1 Holder) and AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY (Initial Note B-2 Holder) 5TH STREET STATION (July 10th, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this "Agreement"), dated as of May 21, 2018 by and among UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York ("UBS AG, New York Branch," together with its successors and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein), the "Initial Note A-1 Holder"), UBS AG, New York Branch (together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein), the "Initial Note A-2 Holder") (the Initial Note A-1 Holder and the Initial Note A-2 Holder shall be referred to herein each as a "Initial Senior Noteholder" and collectively as the "Initial Senior Noteholders"), and Athene Annuity and Life Company (in its capacity as initial owner of Note B-1 (as defined herein), the "Initial Note B-1 Holder"), American Equity Investment Li

GM Financial Automobile Leasing Trust 2018-2 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among GM FINANCIAL AUTOMOBILE LEASING TRUST 2018-2, as Issuer GM FINANCIAL, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of April 30, 2018 (July 2nd, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of April 30, 2018 (this Agreement), among GM FINANCIAL AUTOMOBILE LEASING TRUST 2018-2, a Delaware statutory trust (the Issuer), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (GM Financial), in its capacity as Servicer (in such capacity, the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the Asset Representations Reviewer).

Verizon ABS LLC – ASSET REPRESENTATIONS REVIEW AGREEMENT Among VERIZON OWNER TRUST 20[_]-[_], as Issuer CELLCO PARTNERSHIP D/B/a VERIZON WIRELESS, as Servicer and [___], as Asset Representations Reviewer Dated as of [___], 20[_] (June 29th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [___], 20[_] (this "Agreement"), among VERIZON OWNER TRUST 20[_]-[_], a Delaware statutory trust, as issuer (the "Issuer"), CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, a Delaware general partnership ("Cellco"), as servicer (the "Servicer"), and [___], a [Delaware limited liability company], as asset representations reviewer (the "Asset Representations Reviewer").

Ford Credit Auto Receivables Two Llc – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 20 - , as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and , as Asset Representations Reviewer Dated as of , 20 (June 28th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of , 20 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 20 - , a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and , a , as Asset Representations Reviewer.

GM Financial Automobile Leasing Trust 2018-2 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among GM FINANCIAL AUTOMOBILE LEASING TRUST 2018-2, as Issuer GM FINANCIAL, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of April 30, 2018 (June 21st, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of April 30, 2018 (this Agreement), among GM FINANCIAL AUTOMOBILE LEASING TRUST 2018-2, a Delaware statutory trust (the Issuer), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (GM Financial), in its capacity as Servicer (in such capacity, the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the Asset Representations Reviewer).

Citigroup Commercial Mortgage Trust 2018-C5 – AGREEMENT AMONG NOTEHOLDERS Dated as of November 20, 2017 by and Among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder) and PRIMA MORTGAGE INVESTMENT TRUST, LLC (Initial Junior Noteholder) DREAMWORKS CAMPUS (June 21st, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this "Agreement"), dated as of November 20, 2017 by and among Cantor Commercial Real Estate Lending, L.P. ("CCRE"), together with its successors and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein)(the "Initial Note A-1 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein)(the "Initial Note A-2 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein)(the "Initial Note A-3 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-4 (as defined herein)(the "Initial Note A-4 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note

JPMDB Commercial Mortgage Securities Trust 2018-C8 – AGREEMENT AMONG NOTEHOLDERS Dated as of March 14, 2018 by and Among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) JPMorgan Chase Bank, National Association (Initial Note A-3 Holder) Teachers Insurance and Annuity Association of America (Initial Note B-1 Holder) Teachers Insurance and Annuity Association of America (Initial B-2 Holder) Teachers Insurance and Annuity Association of America (Initial B-3 Holder) Twelve Oaks Mall (June 15th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of March 14, 2018 by and among Goldman Sachs Mortgage Company, a New York limited partnership, having an address of 200 West Street, New York, New York 10282 ("GSMC" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), Wells Fargo Bank, National Association ("WFB" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder"), JPMorgan Chase Bank, National Association ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the "Initial Note A-3 Holder", and together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the "Initial Senior Noteholders"), and Teachers Insurance and Annuity Association of America, a New York corporation ha

JPMDB Commercial Mortgage Securities Trust 2018-C8 – AGREEMENT AMONG NOTEHOLDERS Dated as of November 20, 2017 by and Among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder) and PRIMA MORTGAGE INVESTMENT TRUST, LLC (Initial Junior Noteholder) DREAMWORKS CAMPUS (June 15th, 2018)

THIS AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this "Agreement"), dated as of November 20, 2017 by and among Cantor Commercial Real Estate Lending, L.P. ("CCRE"), together with its successors and assigns in interest, in its capacity as the initial owner of Note A-1 (as defined herein)(the "Initial Note A-1 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-2 (as defined herein)(the "Initial Note A-2 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein)(the "Initial Note A-3 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note A-4 (as defined herein)(the "Initial Note A-4 Holder"), CCRE, together with its successors and assigns in interest, in its capacity as the initial owner of Note

American Honda Receivables Llc – ASSET REPRESENTATIONS REVIEW AGREEMENT Among HONDA AUTO RECEIVABLES 2018-2 OWNER TRUST, as Issuer, AMERICAN HONDA FINANCE CORPORATION, as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of May 30, 2018 (May 31st, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 30, 2018 (this "Agreement"), among HONDA AUTO RECEIVABLES 2018-2 OWNER TRUST, a Delaware statutory trust, as Issuer (the "Issuer"), AMERICAN HONDA FINANCE CORPORATION, a California corporation ("AHFC"), as Sponsor and Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the "Asset Representations Reviewer").

Ford Credit Auto Owner Trust 2018-A – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 2018-A, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of May 1, 2018 (May 24th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 1, 2018 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 2018-A, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer.

American Honda Receivables Llc – ASSET REPRESENTATIONS REVIEW AGREEMENT Among HONDA AUTO RECEIVABLES 2018-2 OWNER TRUST, as Issuer, AMERICAN HONDA FINANCE CORPORATION, as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of May 30, 2018 (May 24th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 30, 2018 (this "Agreement"), among HONDA AUTO RECEIVABLES 2018-2 OWNER TRUST, a Delaware statutory trust, as Issuer (the "Issuer"), AMERICAN HONDA FINANCE CORPORATION, a California corporation ("AHFC"), as Sponsor and Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the "Asset Representations Reviewer").

AmeriCredit Automobile Receivables Trust 2018-1 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-1, Issuer AMERICREDIT FINANCIAL SERVICES, INC., Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of April 11, 2018 (May 24th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of April 11, 2018 (this Agreement), among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-1, a Delaware statutory trust (the Issuer), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (AmeriCredit), in its capacity as Servicer (in such capacity, the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the Asset Representations Reviewer).

AmeriCredit Automobile Receivables Trust 2018-1 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-1, Issuer AMERICREDIT FINANCIAL SERVICES, INC., Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of April 11, 2018 (May 17th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of April 11, 2018 (this Agreement), among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-1, a Delaware statutory trust (the Issuer), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (AmeriCredit), in its capacity as Servicer (in such capacity, the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the Asset Representations Reviewer).

Ford Credit Auto Owner Trust 2018-A – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 2018-A, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of May 1, 2018 (May 17th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 1, 2018 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 2018-A, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer.

Toyota Auto Receivables 2018-B Owner Trust – ASSET REPRESENTATIONS REVIEW AGREEMENT Among TOYOTA AUTO RECEIVABLES 2018-B OWNER TRUST, as Issuer, TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of May 16, 2018 (May 16th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 16, 2018 (this "Agreement"), among TOYOTA AUTO RECEIVABLES 2018-B OWNER TRUST, a Delaware statutory trust (the "Issuer"), TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), as servicer (in such capacity, the "Servicer") and administrator (in such capacity, the "Administrator"), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the "Asset Representations Reviewer").

Toyota Auto Receivables 2018-B Owner Trust – FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT Among TOYOTA AUTO RECEIVABLES 2018-B OWNER TRUST, as Issuer, TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of May 16, 2018 (May 11th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 16, 2018 (this "Agreement"), among TOYOTA AUTO RECEIVABLES 2018-B OWNER TRUST, a Delaware statutory trust (the "Issuer"), TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"), as servicer (in such capacity, the "Servicer") and administrator (in such capacity, the "Administrator"), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the "Asset Representations Reviewer").

Synchrony Card Issuance Trust – [FORM OF] ASSET REPRESENTATIONS REVIEW AGREEMENT Among SYNCHRONY BANK, as Seller and as Servicer, SYNCHRONY CARD FUNDING, LLC, as Transferor, SYNCHRONY CARD ISSUANCE TRUST, as Issuer, and as Asset Representations Reviewer Dated as of [___________], [____] (May 4th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [___________], [____], among SYNCHRONY BANK, a federal savings association, individually ("Bank"), as Seller (in such capacity, "Seller") and as Servicer (in such capacity, "Servicer"), SYNCHRONY CARD FUNDING, LLC, a Delaware limited liability company, as Transferor ("Transferor"), SYNCHRONY CARD ISSUANCE TRUST, a Delaware statutory trust, as Issuer ("Issuer"), and [__________________], a [______________], as Asset Representations Reviewer (in such capacity, "Vendor").

Institutional Financial Markets – LOAN AGREEMENT Among C&co/Princeridge PARTNERS LLC, as General Partner of J.V.B. Financial Group Holdings, LP, COHEN & COMPANY, LLC, as Corporate Guarantor, COHEN & COMPANY INC., as Corporate Guarantor, and MB FINANCIAL BANK, N.A. Dated as of April 25, 2018 (April 27th, 2018)

THIS LOAN AGREEMENT, together with all exhibits and schedules attached hereto and hereby made a part hereof (as the same may be amended, restated or otherwise modified from time to time, this Agreement), dated as of April 25, 2018, is made by J.V.B. FINANCIAL GROUP, LLC, a Delaware limited liability company (Borrower), J.V.B. FINANCIAL GROUP HOLDINGS, LP, a Delaware limited partnership (Holdings LP), C&CO/PRINCERIDGE PARTNERS LLC, a Delaware limited liability company (C&CO), COHEN & COMPANY, LLC, a Delaware limited liability company (Operating LLC), COHEN & COMPANY INC., a Maryland corporation (Parent and together with Holdings LP and Operating LLC, each a Corporate Guarantor and collectively, the Corporate Guarantors, and the Corporate Guarantors together with the Borrower and C&CO, each an Obligor and collectively, the Obligors) and MB FINANCIAL BANK, N.A. (Lender), with reference to the following facts: