Common use of Intent; Savings Clause Clause in Contracts

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.01 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grantsDepositor Grants, and the parties intend that the Seller grantsDepositor Grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to the 20[__]-[__] 2013-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2012-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2012-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2021-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2021-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Seller and the Depositor that (i) the sale pursuant to Section 2.01 constitute 2.1 constitutes an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser Depositor and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties heretoSeller and the Depositor, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser Depositor a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser Depositor all amounts received with respect to the 20[__]-[__] 2011-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Depositor will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2021-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2021-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2019-B Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2019-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.01 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grantsDepositor Grants, and the parties intend that the Seller grantsDepositor Grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to the 20[__]-[__] 2013-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2021-B Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2021-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2016-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2016-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2016-B Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2016-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2024-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2024-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2017-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2017-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale pursuant to and assignment under Section 2.01 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such the sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grantsDepositor Grants, and the parties intend that the Seller grantsDepositor Grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to on the 20[__]-[__] 2014-B Exchange Note, and in such that event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2016-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2016-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto Seller and the Depositor that (i) the sale pursuant to Section 2.01 constitute 2.1 constitutes an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser Depositor and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties heretoSeller and the Depositor, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser Depositor a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser Depositor all amounts received with respect to the 20[__]-[__] 2011-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Depositor will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale pursuant to Section 2.01 constitute 2.1 constitutes an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller Depositor grants, and the parties intend that the Seller Depositor grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to the 20[__]-[__] 2011-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2020-B Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2020-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2021-B Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2021-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2019-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2019-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2023-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2023-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2020-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2020-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2023-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2023-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.01 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grantsDepositor Grants, and the parties intend that the Seller grantsDepositor Grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to the 20[__]-[__] 2014-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.01 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grantsDepositor Grants, and the parties intend that the Seller grantsDepositor Grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to the 20[__]-[__] 2012-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2018-B Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2018-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2018-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2018-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale pursuant to and assignment under Section 2.01 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such the sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grantsDepositor Grants, and the parties intend that the Seller grantsDepositor Grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to on the 20[__]-[__] 2015-B Exchange Note, and in such that event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2018-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2018-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale pursuant to Section 2.01 constitute 2.1 constitutes an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller Depositor grants, and the parties intend that the Seller Depositor grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to the 20[__]-[__] 2011-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2019-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2019-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.01 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grantsDepositor Grants, and the parties intend that the Seller grantsDepositor Grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to the 20[__]-[__] 2012-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2012-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2012-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2019-B Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2019-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2016-B Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2016-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale pursuant to and assignment under Section 2.01 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such the sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grantsDepositor Grants, and the parties intend that the Seller grantsDepositor Grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to on the 20[__]-[__] 2015-A Exchange Note, and in such that event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2018-B Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2018-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2020-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2020-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2024-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2024-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2017-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2017-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2020-B Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2020-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale pursuant to Section 2.01 constitute 2.1 constitutes an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller Depositor grants, and the parties intend that the Seller Depositor grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to the 20[__]-[__] 20_-_ Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2015-B Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2015-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2013-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2013-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2015-B Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2015-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Seller and the Depositor that (i) the sale pursuant to Section 2.01 constitute 2.1 constitutes an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser Depositor and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties heretoSeller and the Depositor, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser Depositor a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser Depositor all amounts received with respect to the 20[__]-[__] 20_-_ Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser Depositor will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2015-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2015-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2014-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2014-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2013-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2013-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2014-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2014-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. 3 ARTICLE THREETHREE REPRESENTATIONS AND WARRANTIES Section 3.01.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law Applicable Law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2015-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2015-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2013-B Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2013-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the SecondFirst-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2014-A Cutoff Date, conveying good title to the SecondFirst-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the SecondFirst-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the SecondFirst-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2014-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE

Intent; Savings Clause. It is the intention of the parties hereto Depositor and the Issuer that (i) the sale pursuant to and assignment under Section 2.01 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller Depositor to the Purchaser Issuer and (ii) the Second-Tier Assets not be a part of the SellerDepositor’s estate in the event of a bankruptcy or insolvency of the SellerDepositor. If, notwithstanding the intention of the parties heretoDepositor and the Issuer, such the sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grantsDepositor Grants, and the parties intend that the Seller grantsDepositor Grants, to the Purchaser Issuer a security interest in the Second-Tier Assets and the performance by the Seller Depositor of the obligation by the Seller Depositor to pay to the Purchaser Issuer all amounts received with respect to on the 20[__]-[__] 20__-_ Exchange Note, and in such that event, this Agreement will constitute a security agreement under applicable law and the Purchaser Issuer will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE.

Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] 2013-B Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] 2013-B Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE