Master Collateral Agency and Intercreditor Agreement, to be dated as of May 25, 2021, among the Trust, the Master Collateral Agent, Cellco, as servicer, and the creditor representatives from time to time party thereto

THIS MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 25, 2021 (this “Agreement”), is among (i) VERIZON MASTER TRUST, a Delaware statutory trust (the “Trust”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Master Collateral Agent, (iii) CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, as Servicer and (iv) each Creditor Representative from time to time party hereto.

The Trust has acquired and will acquire Receivables and certain related assets pursuant to the Transfer and Servicing Agreement.  The Trust has requested and may hereafter request from time to time that Creditors extend credit to the Trust on the terms and subject to the conditions set forth in their respective Trust Financing Agreements, secured by, among other things, the Receivables, pursuant to this Agreement.

For and in consideration of the premises set forth herein, it is mutually covenanted and agreed, for the benefit of all Creditor Parties, as follows:

Except as otherwise specified or as the context may otherwise require, capitalized terms not otherwise defined in this Agreement are used herein as defined in Appendix A hereto.  The interpretive rules set forth in the Usage section of Appendix A hereto apply to this Agreement.

To secure the Secured Obligations, whether now existing or hereafter arising, the Trust hereby Grants to the Master Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Trust’s right, title and interest in, to and under the Collateral.  Notwithstanding the foregoing, each of the parties hereto hereby acknowledges and agrees that if any Series Enhancement is expressly provided for in any Trust Financing Agreement, then all of the Trust’s right, title and interest in such Series Enhancement shall be made available to and allocated solely to the related Series (unless otherwise provided for in such Trust Financing Agreement).  Unless specified in any Group Supplement, Collections on and proceeds from the Receivables designated to a Group shall solely by applied to the related Group and shall not constitute Group Available Funds for any other Group.

SECTION 3.1          Trust Financings.

(a)          Pursuant to one or more Trust Financing Agreements, the Trust may from time to time borrow, issue or incur Credit Extensions under one or more Trust Financings.  For the avoidance of doubt, borrowings and increases in Credit Extensions up to an applicable existing maximum commitment amount under an existing Trust Financing Agreement shall not constitute

a new Trust Financing that separately needs to satisfy the requirements of Section 3.1(b). The Credit Extensions of all outstanding Trust Financings related to a Group shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the related Trust Financing Agreements.  If a conflict exists between the terms and provisions of this Agreement and any Trust Financing Agreement, the terms and provisions of the Trust Financing Agreement shall be controlling solely with respect to the related Trust Financing; provided that, any provision of any Trust Financing Agreement that conflicts with the terms hereof regarding the rights, duties, obligations, indemnities or immunities of the Master Collateral Agent or the Paying Agent with respect to such Trust Financing or otherwise shall not be effective without the written consent of the Master Collateral Agent or the Paying Agent.

(b)          On or before the Closing Date relating to any Trust Financing, the Trust and the applicable other parties thereto will execute and deliver a Trust Financing Agreement which will specify the Principal Series Terms of such Trust Financing and identify and appoint a Creditor Representative having the power and authority to act for and provide direction to the Master Collateral Agent on behalf of the Creditors of such Series.  The Master Collateral Agent is hereby authorized and directed by the Grantor and each Creditor Representative to execute and deliver each such Trust Financing Agreement, any related account control agreement and any related Transaction Documents, and to execute and deliver any certificates or other documents contemplated hereby or thereby in connection with a Trust Financing.  The terms of such Trust Financing Agreement may modify or amend the terms of this Agreement solely as applied to such new Trust Financing, provided that, any provision of any Trust Financing Agreement that conflicts with the terms hereof regarding the rights, duties, obligations, indemnities or immunities of the Master Collateral Agent or the Paying Agent with respect to such Trust Financing or otherwise shall not be effective without the written consent of the Master Collateral Agent or the Paying Agent.  The designation of any financing as a Trust Financing having the benefit of this Agreement, other than in the case of any Trust Financing to be entered into on the date hereof, is subject to the satisfaction of the following conditions:

(i)          on or before the tenth (10th) day immediately preceding the applicable Closing Date (unless a shorter period shall be acceptable to each required recipient of the notice), the Trust shall have given written notice to the Master Collateral Agent, any Group Creditor Representative, and each Rating Agency (if any) of such Trust Financing and of the Closing Date for such Trust Financing;

(ii)          the Trust shall have delivered to the Master Collateral Agent the related Trust Financing Agreement, executed by each party thereto;

(iii)          the Trust shall have delivered to the Master Collateral Agent any Enhancement Agreement to be entered into in connection with such Trust Financing executed by the applicable Series Enhancer;

(iv)          with respect to any such Trust Financing that is an Indenture Series, if a Rating Agency is rating any outstanding Trust Financing, then that Rating Agency shall have received 10 days’ prior notice of such Trust Financing;

(v)          with respect to any such Trust Financing that is a Loan Series, if a Rating Agency is rating any outstanding Trust Financing, that Rating Agency shall have received 10 days’ prior notice of such Trust Financing and documentation related to such Trust Financing;

(vi)          with respect to any such Trust Financing, the Trust (or the Administrator on behalf of the Trust) shall have delivered to the Master Collateral Agent an Officer’s Certificate to the effect that, based upon the facts known to such officer, the consummation of such Trust Financing with respect to the Group to which such Trust Financing will relate will not (x) result in the occurrence of (1) an Amortization Event with respect to any Series related to  such Group or (2) an Event of Default with respect to such Group or (y) materially and adversely affect the amount of distributions to be made to the Creditors of any Series pursuant to the Transaction Documents and other Series Related Documents, in each case determined based on calculations as of the related Measurement Date;

(vii)          no Pool Balance Deficit for the related Group is continuing or will result on the Closing Date of such Trust Financing from the issuance of such Trust Financing as evidenced by an Officer’s Certificate of the Servicer that sets forth a calculation of the related Group Pool Balance and Required Pool Balance as of the related Measurement Date;

(viii)          the Trust shall have delivered to the Master Collateral Agent and each Group Creditor Representative (with a copy to each Rating Agency, if any) a Tax Opinion, dated the applicable Closing Date with respect to such issuance;

(ix)          unless otherwise specified in the related Trust Financing Agreement, the Trust shall have delivered to the Master Collateral Agent and each Group Creditor Representative an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to such Persons, dated the applicable Closing Date, substantially to the effect that:

(A)          all conditions precedent provided for in this Section 3.1(b) and the Trust Financing Agreement with respect to the designation of a Trust Financing having the benefit of this Agreement have been complied with;

(B)          the related Trust Financing Agreement has been duly authorized, executed and delivered by the Trust; and

(C)          the related Trust Financing Agreement constitutes the legal, valid and binding obligation of the Trust, entitled to the benefits of this Agreement and enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;

(x)          the Trust shall have delivered such other documents, instruments, certifications, agreements or other items as the Master Collateral Agent may reasonably require;

(xi)          any Creditor Representative in connection with such Trust Financing shall become party to this Agreement by executing and delivering to the Trust and the Master Collateral Agent a joinder substantially in the form of Exhibit A, to the extent that such Creditor

Representative has not previously become a party hereto in connection with an existing Trust Financing (any such Creditor Representative shall act hereunder on behalf of each Series for which it is a Creditor Representative); and

(xii)          the Trust shall have satisfied the conditions, if any, to the designation of any financing as a Trust Financing having the benefit of this Agreement set forth in any Trust Financing Agreement, including the delivery of such other documents, instruments, certifications, agreements or other items required by any party specified in such Trust Financing Agreement.

SECTION 3.2          Designation of Groups; Allocation to Groups.

(a)          From time to time, by delivery of a notice to the Master Collateral Agent substantially in the form of Exhibit D hereto (each, a “Group Supplement”), the Trust may create distinct Groups and subsequently designate certain Receivables and other related Collateral to such Groups in accordance with this Agreement. Each Credit Extension must relate to a Group for purposes of allocations pursuant to this Agreement.

(b)          Receivables conveyed to the Trust and all related Collateral with respect thereto shall be designated to a Group as set forth in the related Acquisition Notice.  Collections on and proceeds from the Receivables in each Group shall be applied to make payments on the Credit Extensions of each Series related to the Group.  For the avoidance of doubt, all calculations and allocations among Series shall be based upon only those Series included in the related Group.

SECTION 3.3          Re-Designation of Receivables. From time to time, no later than each Payment Date, the Trust (or the Administrator on behalf of the Trust), with the written consent of the Servicer, may deliver to the Depositor, the Trust and the Master Collateral Agent, a Re-Designation Notice for Receivables previously acquired by the Trust that are to be re-designated on any Re-Designation Date that occurred during the Collection Period related to such Payment Date to a different Group than the Group to which such Receivables were designated on the related Acquisition Date; provided that the Group from which any such Receivables are to be re-designated does not have any Outstanding Credit Extensions as of such Re-Designation Date.  Each Re-Designation Notice will include a report setting forth (I) the Group to which such Receivables were re-designated and the Group from which such Re-Designated Receivable were removed, (II) the Group Pool Balance for the Group to which such Receivables were re-designated, (III) the Required Pool Balance for the Group to which such Receivables were re-designated and (IV) the Excess Concentration Amount and Ineligible Amount, in each case, for each Series of the Group to which such Receivables were re-designated, in each case, for which Credit Extensions are Outstanding as of the related Re-Designation Date, and in each case, after giving effect to the re-designation of Receivables to the related Group on such Re-Designation Date and calculated as of the related Measurement Date.  As of the related Re-Designation Cutoff Date, the Group to which such Receivables are being re-designated shall be entitled to all Collections in respect of such Receivables after the related Re-Designation Cutoff Date.

SECTION 4.1          Representations and Warranties.  The Trust represents and warrants to each Creditor Party on the date hereof and on each Closing Date:

(a)          Offices; Legal Name.  The Trust’s sole jurisdiction of organization is the State of Delaware and such jurisdiction has not changed within four months prior to the date of this Agreement.  The legal name of the Trust is Verizon Master Trust and the organizational identification number of the Trust is ###-###-####.

(b)          Perfection Representations.

(i)          The Trust hereby represents, warrants, and covenants to the Master Collateral Agent as follows on each Closing Date:

(ii)          Notwithstanding any other provision of this Agreement, the Transaction Documents or any other Series Related Document, the perfection representations contained in clause (i) above shall be continuing, remain in full force and effect until such time as all obligations under this Agreement have been finally and fully paid and performed and may not be waived by the Master Collateral Agent.

(c)          The Trust shall provide the Master Collateral Agent written notice of any breach of the perfection representations contained in Section 4.1(b) promptly upon becoming aware thereof.

SECTION 5.1          Protection of the Collateral; Further Assurances.

(a)          The Trust will from time to time execute and deliver all such supplements and amendments hereto and all such writings of further assurance and other writings, and will take such other action necessary or advisable, or that the related Majority Group Creditor Representatives may deem necessary, to:

(i)    Grant more effectively any portion of the Collateral pursuant to this Agreement;

(ii)    maintain or preserve the Lien and security interest (and the priority of the security interest) of this Agreement in the Collateral;

(iii)    perfect, maintain perfection, publish notice of or protect the validity of a Grant made or to be made by this Agreement in the Collateral;

(iv)    enforce the Collateral; and

(v)    maintain and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons, subject to Permitted Liens, the Transaction Documents and the other related Series Related Documents.

(b)          In furtherance of the foregoing, the Trust shall, from time to time and within the time limits established by applicable Law, authorize, prepare and file all financing statements, amendments, continuation statements or other filings necessary to continue, maintain and perfect the Master Collateral Agent’s Lien as a first priority perfected Lien (subject to Permitted Liens).

(c)          The Trust shall file, and hereby authorizes the Master Collateral Agent to file, at the expense of the Trust, UCC financing statements with a collateral description covering all of the Trust’s personal property (other than any property specifically granted to a Creditor Representative on behalf of a Series of Credit Extensions under the terms of the relevant Trust Financing Agreement), wherever located, whether now existing or arising in the future.  The Trust hereby designates the Master Collateral Agent as its agent and attorney-in-fact to execute, authorize and/or file any financing statement, continuation statement, writing of further assurance or other writing required to be executed, authorized and/or filed to accomplish the foregoing; provided, however, that nothing in this paragraph shall obligate the Master Collateral Agent to execute, authorize or file any financing statement or continuation statement or to take any other action hereunder.  This appointment is coupled with an interest and is irrevocable.  In connection with the filing of any financing statement (or any amendment or continuation thereof), the Master Collateral Agent shall be entitled to rely on the advice of counsel and shall not be required to exercise any discretion with respect to such filings.  For the avoidance of doubt, the Master Collateral Agent shall have no duty or obligation to execute, authorize, file or provide any instruction with respect to any financing statement or amendment or continuation thereof absent receipt of written direction from the Majority Group Creditor Representatives.

(d)          Neither the Trust nor the Servicer shall have any authority to file a termination, partial termination, release, partial release or any amendment with respect to any UCC financing statement or continuation statement naming the Servicer, the Depositor or the Trust as debtor that deletes the name of a debtor or excludes any Collateral from such financing statement, amendment or continuation statement without the prior written consent of the Master Collateral Agent (acting at the written direction of the Majority Creditor Representatives or the Majority Group Creditor Representatives, respectively).

SECTION 5.2          Maintenance of UCC Location.  The Trust will not change its name, form or jurisdiction of organization or its “location” as a debtor, as determined under Section 9-307 of the UCC or any other change or occurrence that would make any financing statement or amendment seriously misleading within the meaning of Section 9-506 of the UCC or any successor statute thereto, without, in each case, giving the Master Collateral Agent at least ten (10) days’ prior written notice thereof and taking all action necessary or requested by the Master Collateral Agent (at the written direction of the Majority Creditor Representatives) to maintain the perfection of the security interest Granted under this Agreement.

SECTION 5.3          Opinion as to the Collateral.

(a)          On the date hereof, the Trust will furnish to the Master Collateral Agent an Opinion of Counsel with respect to the filing of any financing statements as is necessary to perfect and make effective the Lien created by this Agreement and recited the details of such action.

(b)          On or before April 30 of each year, starting in 2022, the Trust will furnish to the Master Collateral Agent and each Creditor Representative an Opinion of Counsel either (i) stating that, in the opinion of that counsel, all action has been taken for the recording, filing,  re-recording and refiling of this Agreement and all financing statements and continuation statements to maintain the Lien of this Agreement or (ii) stating that in the opinion of that counsel no action is necessary to maintain the Lien.  Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Agreement and any other requisite documents, and the recording and filing of any financing statements and continuation statements, that will, in the opinion of such counsel, be required to maintain the Lien of this Agreement until April 30 in the following calendar year.

SECTION 5.4          Performance of Obligations; Servicing of Collateral.

(a)          The Trust will not take any action and will use commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Agreement, the Transaction Documents or any other Series Related Document or such instrument or agreement.

(b)          The Trust and the Master Collateral Agent hereby covenant and agree that upon the occurrence of a Servicer Termination Event (i) the Master Collateral Agent shall deliver notice to the Servicer terminating the servicing responsibilities of the Servicer under the Transfer and

Servicing Agreement if it is directed to terminate the Servicer by the Majority Creditor Representatives and (ii) the Master Collateral Agent shall not deliver notice to the Servicer terminating the servicing responsibilities of the Servicer under the Transfer and Servicing Agreement without the consent of the Majority Creditor Representatives.  Promptly after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 7.2 of the Transfer and Servicing Agreement, the Master Collateral Agent (acting at the written direction of the Majority Creditor Representatives) shall appoint a Successor Servicer, such appointment to be reflected by a written assumption in a form acceptable to the Trust.  In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Master Collateral Agent without further action shall automatically be appointed the Successor Servicer in accordance with Section 7.4(a)(ii) of the Transfer and Servicing Agreement.

SECTION 5.5          Negative Covenants.  Prior to the Collateral Release Date, the Trust shall not:

(a)          sell, transfer, exchange or otherwise dispose of any of the Collateral, except as permitted by this Agreement, the Transaction Documents and the other Series Related Documents;

(b)          seek dissolution or liquidation or wind up its affairs in whole or in part, or reorganize its business or affairs;

(c)          permit the Lien of this Agreement to not constitute a valid and perfected first priority Lien on the Collateral, subject to no Adverse Claims;

(d)          consolidate or merge with or into any other Person or convey or transfer substantially all of its assets unless:

(i)          such Person (if other than the Trust) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State;

(ii)          such Person shall expressly assume (unless the assumption occurs by operation of Law), by written agreement, executed and delivered to the Master Collateral Agent, in form reasonably satisfactory to the Creditor Representatives, the due and punctual payment of the principal of and interest on all Credit Extensions and the performance or observance of every other agreement and covenant of this Agreement, the Transaction Documents and the other Series Related Documents on the part of the Trust to be performed or observed;

(iii)          immediately after giving effect to such transaction, no Event of Default or Potential Default shall have occurred and be continuing;

(iv)          the Rating Agency Condition shall have been satisfied with respect to such transaction (if any Credit Extensions are then rated by a Rating Agency);

(v)          the Trust shall have received a Tax Opinion (and shall have delivered copies thereof to the Master Collateral Agent and each Creditor Representative);

 (vi)          in the case of a sale of the assets included in the Collateral, such Person expressly agrees by a written agreement that (A) all right, title and interest so conveyed or transferred by the Trust will be subject and subordinate to the rights of the Creditor Parties, (B) such Person will make all filings with the Commission required by the Exchange Act in connection with the Trust Financings, if any, and (C) such Person expressly agrees to indemnify the Trust and the Creditor Parties and their respective directors, officers, employees, agents and assigns for any fee, loss, liability, damage or expense (including fees and expenses (including attorney’s fees and expenses) of defending itself against any loss, damage or liability or bringing an action or proceeding to enforce any indemnification or other obligation) arising under this Agreement, the Transaction Documents and the Series Related Documents;

(vii)          any action that is necessary to maintain the Lien created by this Agreement and the security interest Granted thereby shall have been taken; and

(viii)          the Trust shall have delivered to the Master Collateral Agent and the Creditor Representatives an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger or such conveyance or transfer, as the case may be, and such assumption agreement comply with this Section 5.5 and that all conditions precedent herein (and in the Transaction Documents or any other Series Related Document) provided for relating to such transaction have been complied with (including any filing, if any, required by the Exchange Act) and the assumption agreement described in clause (ii) above is duly authorized, executed and delivered and is enforceable subject to applicable bankruptcy, insolvency, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors generally and subject to legal and equitable limitations on the enforcement of specified remedies;

(e)          amend, modify, supplement or waive, or consent to or permit to become effective any amendment, modification, supplement or waiver of any Transaction Document or Series Related Document unless such amendment, modification, supplement or waiver is permitted by the terms thereof; or

(f)          permit the validity or effectiveness of this Agreement to be impaired.

SECTION 5.6          Successor or Transferee.

(a)          Upon any consolidation or merger of the Trust in accordance with Section 5.5(d), the Person formed by or surviving such consolidation or merger (if other than the Trust) shall succeed to, and be substituted for, and may exercise every right and power of and have every obligation of, the Trust under this Agreement with the same effect as if such Person had been named as the original Trust.

(b)          Upon a conveyance or transfer of all the assets and properties of the Trust and the assumption of all of the duties and obligations of the Trust hereunder pursuant to Section 5.5(d), the Trust will be released from every covenant and agreement of this Agreement to be observed or performed on the part of the Trust immediately upon the delivery of written notice to the Master Collateral Agent and each Creditor Representative stating that the Trust is to be so released.

SECTION 5.7          Notice of Amortization Event, Events of Default and Servicer Termination Events.

(a)          The Trust shall give the Master Collateral Agent, each related Group Creditor Representative and the Rating Agencies (if any) written notice of (i) each Amortization Event for any Series related to such Group, (ii) each Event of Default for such Group and (iii) each Servicer Termination Event (and, in the case of a Servicer Termination Event, shall specify in such notice the action, if any, the Trust is taking with respect to such Servicer Termination Event), in each case within five (5) Business Days after a Responsible Person of the Trust obtains actual knowledge thereof.

(b)          The Trust shall deliver to the Master Collateral Agent and each related Group Creditor Representative, within five (5) Business Days after a Responsible Person of the Trust obtains actual knowledge thereof, written notice in the form of an Officer’s Certificate of any Potential Amortization Event for any Series related to such Group or Potential Default for such Group, its status and what action the Trust is taking or proposes to take with respect thereto.

SECTION 5.8          Enforcement of Transaction Documents and Series Related Documents.

(a)          With respect to the Transaction Documents and any other Series Related Document to which it is a party (other than the Transfer and Servicing Agreement), the Trust will use commercially reasonable efforts to enforce the rights and remedies afforded to the Trust under such Transaction Document or Series Related Document, as applicable, including, without limitation, by making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in such Transaction Document or Series Related Document, as applicable; provided that nothing in this Section 5.8 shall require the Trust to institute legal proceedings against any other party to a Transaction Document or Series Related Document, as applicable.

(b)          The Trust shall, at its own expense, (i) take all such lawful action to enforce the obligations of the Servicer under and exercise any and all rights, remedies, powers and privileges lawfully available to the Trust under or in connection with the Transfer and Servicing Agreement to the extent and in the manner directed by the Master Collateral Agent (acting at the direction of Creditor Representatives for Creditors holding not less than a majority of the aggregate Credit Exposure for all Trust Financings), including, without limitation, by making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Transfer and Servicing Agreement and (ii) if a Servicer Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Transfer and Servicing Agreement, take all reasonable actions available to it to remedy or cause the Servicer to remedy such failure; provided, however, that any Servicer Termination Event may be waived by the Trust upon the consent of Majority Creditor Representatives.  Notwithstanding anything to the contrary contained herein, other than in connection with any enforcement by the Master Collateral Agent (acting at the written instruction of the requisite Creditor Representatives as set forth herein) of its rights and remedies hereunder and under the Transaction Documents and the other Series Related Documents after the declaration or automatic occurrence of an Event of Default for any Group, nothing in this Section 5.8(b) shall require the Trust or the Master Collateral Agent to institute legal proceedings against any other party to a Transaction Document or any other Series Related Document.

SECTION 5.9          Notices to Rating Agencies, the Master Collateral Agent and Creditor Representatives.  The Trust shall notify:

(a)          each Rating Agency (if any), the Master Collateral Agent and each Creditor Representative promptly following any amendment, modification, or waiver of any provision of the Transfer and Servicing Agreement, the Trust Agreement or any other Transaction Document, and

(b)          each Rating Agency (if any) and each Creditor Representative of any notice of resignation delivered by the Master Collateral Agent in accordance with the terms set forth in Section 7.5 promptly upon receipt thereof.

SECTION 5.10          Paying Agent’s Obligations.  The Trust will cause each Paying Agent to comply with the obligations of the Paying Agent set forth in Section 7.10.

SECTION 5.11          Restricted Payments.

(a)          No Set-off. The Trust will not, directly or indirectly, (i) make payments (by reduction of capital or otherwise) to the Owner Trustee or the Certificateholders, (ii) redeem, purchase, retire or acquire for value an ownership interest in the Trust or (iii) set aside or segregate amounts for those purposes, except in any of such cases as permitted under this Agreement, the other Transaction Documents and any other Series Related Document.

(b)          No Other Payments. The Trust will not, directly or indirectly, make payments to or distributions from the Trust Accounts, including any Series Accounts, except according to the Transaction Documents and any other Series Related Document.

SECTION 6.1          Events of Default; Remedies.

(a)          If an Event of Default for any Group shall have occurred and be continuing, and any Credit Extensions related to such Group have been accelerated pursuant to the related Trust Financing Agreement, upon written direction from the applicable Group Creditor Representatives, the Master Collateral Agent may do one or more of the following:

(i)          institute Proceedings for the collection of all amounts then payable on the Credit Extensions related to such Group, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Trust and any other obligor upon such Credit Extensions moneys adjudged due;

(ii)          take any appropriate action to protect and enforce the rights and remedies of the Master Collateral Agent and the related Group Creditors; and

(iii)          cause the Trust to sell the Group Assets related to such Credit Extensions and, in the limited circumstances set forth below, a portion of the Group Assets of any other Group, in accordance with Section 6.10;

provided, however, that the Master Collateral Agent will not have the authority to, and will not, exercise any of the remedies above unless directed in writing by the relevant Group Creditor Representatives in accordance with the terms hereof, and provided further that the Master Collateral Agent will not have the authority to, and will not, exercise the remedy described in subparagraph (iii) above unless:

(A)          Group Creditor Representatives representing Group Creditors holding not less than one hundred percent (100%) of the Credit Exposure of the Credit Extensions related to such Group consent to the sale; or

(B)          the proceeds of the sale are expected to be sufficient to pay in full all amounts owed by the Trust to the Group Secured Parties under the Transaction Documents and related Series Related Documents payable from related Group Available Funds; or

(A)          Group Creditor Representatives representing Group Creditors holding not less than one hundred percent (100%) of the Credit Exposure of the Credit Extensions related to such Group consent to the sale; or

(B)          the proceeds of the sale are expected to be sufficient to pay in full all amounts owed by the Trust to the Group Secured Parties under the Transaction Documents and related Series Related Documents payable from related Group Available Funds; or

(C)          (1) the proceeds of the sale are not expected to provide sufficient money for the payment of all amounts owed by the Trust to the Group Secured Parties under the Transaction Documents and related Series Related Documents, as those payments would have become due if the Credit Extensions related to such Group had not been accelerated and (2) the Majority Group Creditor Representatives consent to the sale.

Subject to the conditions described above, the Master Collateral Agent, upon written direction from the applicable Group Creditor Representatives, may cause the Trust to sell (i) the Group Assets related to the Group for which the Event of Default occurred and (ii) a portion of the Group Assets related to any other Group, so long as such sale will not result in an Event of Default, Potential Default, Amortization Event, Potential Amortization Event or Pool Balance Deficit, in each case, for such other Group or any Series related to such other Group, as applicable.  The sale of any portion of the Group Assets related to any other Group pursuant to clause (ii) of the immediately preceding sentence will only be in an amount that, together with the proceeds of the sale of Group Assets related to the Group for which the Event of Default occurred, is sufficient to pay in full all amounts owed by the Trust, as set forth in clause (a).(B) or (b).(B) above.  The Trust, or the Administrator on behalf of the Trust, shall not select any Receivables from such other Group to be sold in any such sale in a manner materially adverse to the interests of the Creditors of such other Group.

In determining whether the condition in clause a.(B), b.(B) or b.(C)(1) above has been satisfied, the Master Collateral Agent at the expense of the Trust, may obtain, and conclusively rely on an opinion of a nationally-recognized Independent investment banking firm or firm of certified public accountants on the expected proceeds or on the sufficiency of the Collateral for that purpose and the feasibility of such proposed action.

(b)          The Creditor Representative related to any Trust Financing shall notify the Master Collateral Agent of any acceleration of maturity of the Credit Extensions under such Trust Financing and of any rescission of such acceleration.

(c)          If the Master Collateral Agent collects any money or property pursuant to this Article VI following the acceleration of the Credit Extensions of the affected Trust Financing pursuant to this Section 6.1 (so long as such a declaration shall not have been rescinded or annulled), it shall pay out the money or property first, in the event that there are no Trust Financings Outstanding, to the Master Collateral Agent and the Paying Agent for amounts due pursuant to Section 7.4 and second, in accordance with the related Trust Financing Agreement, without duplication to any amounts paid pursuant to the immediately preceding clause.

(d)          Amounts then held in the Collection Account or any Trust Accounts or Series Accounts for such Trust Financing and any amounts available under any Series Enhancement for such Trust Financing shall be used to make payments for such Trust Financing in accordance with the terms of this Agreement, the related Trust Financing Agreement and the Series Enhancement for such Trust Financing.

(e)          Each of the Master Collateral Agent, each Creditor Representative and each Creditor by its entering into a Trust Financing Agreement or accepting the benefits thereof covenants that, before the date that is two (2) years and one (1) day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Trust or by a trust for which the Depositor was a depositor and (b) the Credit Extensions, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Trust, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law; provided that the foregoing shall not be deemed to prevent the Master Collateral Agent from filing a proof of claim in any such proceeding; provided further that the foregoing shall not in any way limit a Creditor’s rights to pursue any other creditor rights or remedies that such Creditor may have for claims against the Trust.  This Section 6.1(e) will survive the resignation or removal of the Master Collateral Agent under this Agreement and the termination of this Agreement.

SECTION 6.2          Creditor Conflicting Requests.  Notwithstanding anything to the contrary contained herein, in the event the Master Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Creditors (given through the relevant Creditor Representative) of affected Trust Financings, which, individually or in the aggregate, do not represent the Majority Creditor Representatives or Majority Group Creditor Representatives, as applicable, the Master Collateral Agent shall take action at the written direction of the Creditor Representative or Creditor Representatives representing a group of Creditors holding the greatest percentage of the Credit Exposure of all affected Trust Financings, unless (i) the Master Collateral Agent has commenced taking action pursuant to a direction with an earlier effective date or (ii)

such action expressly requires consent or direction from the Majority Creditor Representatives or Majority Group Creditor Representatives, as applicable, or a greater percentage of Group Creditors or Group Creditor Representatives.

SECTION 6.3          Restoration of Rights and Remedies.  If the Master Collateral Agent has instituted any Proceeding to enforce any right or remedy under this Agreement and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Master Collateral Agent, then and in every such case the Trust, the Master Collateral Agent and the other Creditor Parties shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Master Collateral Agent and the other Creditor Parties shall continue as though no such Proceeding had been instituted.

SECTION 6.4          Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Master Collateral Agent or to the Creditors is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.5          Delay or Omission Not a Waiver.  No delay or omission of the Master Collateral Agent or any other Creditor Party to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article VI or by law to the Master Collateral Agent or to the other Creditor Parties may be exercised from time to time, and as often as may be deemed expedient, by the Master Collateral Agent or by the applicable Creditor Parties, as the case may be.

SECTION 6.6          Control by Group Creditors.  Prior to the occurrence and continuance of an Event of Default for a Group of which the Master Collateral Agent has received written notice, and subject to Article VII, the related Majority Group Creditor Representatives shall have the right to direct the Master Collateral Agent in the exercise of its rights and obligations hereunder; provided, however, that (i) if any Creditor Representative of any Series of the related Group requests that the Master Collateral Agent take any action pursuant to any Trust Financing Agreement to which the Master Collateral Agent is a party that has not been consented to in writing by the related Majority Group Creditor Representatives, the Master Collateral Agent shall promptly notify in writing (which notice may be via email) the Creditor Representatives of each Series of the related Group of such request and (ii) unless the Creditor Representative of any such Series objects in writing (which objection may be via email) to the Master Collateral Agent within ten (10) Business Days following receipt of such notice, the Master Collateral Agent may take such action contemplated in any Trust Financing Agreement to be taken by the Master Collateral Agent at the direction of the Creditor Representative of such Series (acting alone without the consent of any Creditor Representative of any other Series of the related Group), subject to all of the rights and protections of the Master Collateral Agent set forth herein.   Upon the occurrence and continuation of an Event of Default for a Group, except as otherwise expressly provided in this Agreement or any Trust Financing Agreement, the related Majority Group Creditor

Representatives shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Master Collateral Agent with respect to such Trust Financing; provided that such direction shall not be in conflict with any rule of law or with this Agreement; provided, further, that, the Master Collateral Agent need not take any action that it determines, or shall be advised by counsel, might be contrary to applicable law or subject it to liability for which it is not indemnified to its satisfaction.  For the avoidance of doubt, the Master Collateral Agent may rely without liability or investigation upon any instruction given by a Creditor Representative with respect to its Series, and under no circumstances shall the Master Collateral Agent have any duty or obligation to determine whether or not the Creditor Representative has obtained the consents of the requisite number or percentage of Creditors required under this Agreement or any Trust Financing Agreement with respect to any particular action, as long as the Master Collateral Agent has obtained the written instruction of the requisite number or percentage of applicable Creditor Representatives.

SECTION 6.7          Undertaking for Costs.  All parties to this Agreement agree (and each Creditor by such Creditor’s making of a Credit Extension shall be deemed to have agreed) that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Master Collateral Agent for any action taken, suffered or omitted by it as the Master Collateral Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.7 shall not apply to: (a) any suit instituted by the Master Collateral Agent, (b) any suit instituted by any Creditor(s) holding in the aggregate more than ten percent (10%) of the Credit Extensions of the affected Trust Financing, or (c) any suit instituted by any Creditor for the enforcement of the payment of principal of or interest on any Credit Extension on or after the respective due dates expressed in the related Trust Financing Agreement.

SECTION 6.8          Waiver of Stay or Extension Laws.  The Trust covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may adversely affect the covenants or the performance of this Agreement; and the Trust (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Master Collateral Agent, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 6.9          Action on Credit Extensions.  Any Creditor Party’s right to seek and recover judgment on the Credit Extensions or under the related Trust Financing Agreement shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Agreement.  Neither the Lien created by this Agreement nor any rights or remedies of the Master Collateral Agent or the Creditors shall be impaired by the recovery of any judgment by a Creditor Party against the Trust or by the levy of any execution under such judgment upon any portion of the Collateral.  Any funds or other property collected by the Master Collateral Agent shall be applied in accordance with the applicable Trust Financing Agreement.

SECTION 6.10          Sale of Collateral.

(a)          The power to effect any sale of any portion of Collateral described pursuant to Section 6.1 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until proceeds of the Collateral permitted to be sold pursuant to Section 6.1 in an amount up to the aggregate Series Payoff Amount of the Trust Financings of the related Group shall have been sold or all amounts due to the related Group Creditors under this Agreement and the applicable Trust Financing Agreement have been paid in full.

(b)          To the extent permitted by applicable Law, the Master Collateral Agent shall not sell Collateral, or any portion thereof, pursuant to Section 6.1 except in accordance with Section 6.1(a)(iii). The foregoing provisions shall not preclude or limit the ability of the Master Collateral Agent to purchase all or any portion of Collateral at a private sale.

(c)          In connection with a sale of all or any portion of Collateral pursuant to and in accordance with Section 6.1:

(i)          any one or more Creditor Parties (other than the Depositor and its Affiliates) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Creditor may, in paying the purchase price therefor, deliver in lieu of cash, any Credit Extension of such Trust Financing or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Credit Extensions, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Creditors of such Trust Financing after being appropriately stamped to show such partial payment;

(ii)          the Master Collateral Agent is hereby irrevocably appointed the agent and attorney-in-fact of the Trust to transfer and convey any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale;

(iii)          the Master Collateral Agent shall execute and deliver an appropriate instrument of conveyance transferring, without representation, warranty or recourse, any portion of the Collateral in connection with a sale thereof; and

(iv)          no purchaser or transferee at such a sale shall be bound to ascertain the Master Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.

(d)          Any sale of all or any portion of Collateral conducted in accordance with the terms of this Section 6.10 shall be deemed to be commercially reasonable.

(e)          The provisions of this Section 6.10 shall not be construed to restrict the ability of the Master Collateral Agent to exercise any rights and powers against the Trust or all or a portion of the Collateral that are vested in the Master Collateral Agent by this Agreement, including the power of the Master Collateral Agent to proceed against the Collateral subject to the Lien of this Agreement and to institute judicial proceedings for the collection of any deficiency remaining thereafter.

(f)          The purchase price received by the Master Collateral Agent in respect of any sale made in accordance with this Section 6.10 shall be deemed conclusive and binding on the parties hereto and the related Group Creditors and the proceeds of such sale shall be applied in accordance with Section 9.4.

SECTION 7.1          Duties of the Master Collateral Agent.

(a)          Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Master Collateral Agent shall be subject to this Article VII.  U.S. Bank National Association is hereby appointed as the Master Collateral Agent hereunder and shall have the power and authority in such capacity to execute, deliver and perform each of its express duties as Master Collateral Agent hereunder or under the Transaction Documents.  In the performance of its duties and obligations hereunder:

(i)          the Master Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants, duties or obligations shall be read into this Agreement against the Master Collateral Agent; and

(ii)          in the absence of bad faith, willful misconduct or gross negligence on its part, the Master Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Master Collateral Agent and conforming to the requirements of this Agreement; provided, however, in the case of any such certificates or opinions that are specifically required to be furnished to the Master Collateral Agent pursuant to any provision of this Agreement, the Master Collateral Agent shall examine the certificates and opinions to determine whether or not they conform on their face to the specific requirements of this Agreement.  The Master Collateral Agent need not investigate or re-calculate, evaluate, verify or independently determine the accuracy of any report, certificate, information, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein.

(b)          [Reserved].

(c)          No provision of this Agreement shall be construed to relieve the Master Collateral Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, its grossly negligent action or failure to act in the handling of funds or its own willful misconduct, except that:

(i)          this clause (c) does not limit the effect of clause (a) of this Section;

(ii)          the Master Collateral Agent shall not be liable for any error of judgment made in good faith by an officer or employee of the Master Collateral Agent unless it is proved that the Master Collateral Agent was grossly negligent in determining the relevant facts;

(iii)          the Master Collateral Agent shall not be liable with respect to any action taken or not taken in good faith in accordance with a direction received by it pursuant to this Agreement;

(iv)          the Master Collateral Agent shall not be charged with knowledge of a breach of any Group Eligibility Representation (including whether any reacquisition or acquisition request remains unresolved for one-hundred eighty (180) days), Event of Default, Potential Default, Amortization Event, Potential Amortization Event, Servicer Termination Event, or Potential Servicer Termination Event unless a Responsible Person of the Master Collateral Agent obtains actual knowledge of such event or the Master Collateral Agent receives written notice of such event from the Trust, the Servicer or a Creditor Representative, as applicable.  Knowledge or information acquired by U.S. Bank National Association in its capacity as Master Collateral Agent or Paying Agent, as applicable, shall not be imputed to U.S. Bank National Association in any other capacity in which it may act under the Transaction Documents or any Series Related Documents or to any affiliate of U.S. Bank National Association and vice versa.  For the avoidance of doubt, receipt by the Master Collateral Agent of a Review Report under the Asset Representations Review Agreement shall not constitute knowledge of any such event or breach.  Upon the actual knowledge of or receipt of written notice by a Responsible Person of the Master Collateral Agent of a material breach of an Originator’s Group Eligibility Representation made in Section 3.3 of the Originator Receivables Transfer Agreement, a material breach of the Servicer’s Group Eligibility Representation made in Section 3.3 of any Additional Transferor Receivables Transfer Agreement or Section 2.7 of the Transfer and Servicing Agreement, or any other specified breach by the Servicer under the Transfer and Servicing Agreement, the Master Collateral Agent’s sole obligations are (x) at the written direction of the Majority Group Creditor Representatives, to make a demand upon the applicable Originator (or to direct the Depositor to make a demand upon the applicable Originator) to reacquire the Receivable under Section 3.4 of the Originator Receivables Transfer Agreement or upon the Servicer (or to direct the Depositor to make a demand upon the Servicer) to acquire the Receivable under Section 3.4 of the applicable Additional Transferor Receivables Transfer Agreement, if any, or Section 2.7 or Section 3.3 of the Transfer and Servicing Agreement, as applicable and (y) to the extent amounts due under clause (x) are not remitted by the applicable Originator or the Servicer, as applicable, to promptly provide written notice to the Parent Support Provider of the failure by such party to remit the related Reconveyance Amount, as set forth in clause (vii) below;

(v)          the Master Collateral Agent shall have no duty to monitor the performance of the Trust or its agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Trust.  The Master Collateral Agent shall have no liability in connection with compliance of the Trust or its agents with statutory or regulatory requirements related to the Receivables. The Master Collateral Agent shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any grant of a security interest in the Collateral to the Master Collateral Agent;

(vi)          the Master Collateral Agent will not be liable for any action taken or not taken by it in good faith in the administration of any Public Noteholder or Verified Note Owner vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review so long as the administration of such vote conforms in all material respects to the Master Collateral Agent’s standard internal vote solicitation process;

(vii)          promptly, but not later than five (5) days, after a Responsible Person of the Master Collateral Agent has actual knowledge of, or actually receives written notice of, the failure of (i) any Originator to remit a Reconveyance Amount under Section 3.4 or Section 4.6 of the Originator Receivables Transfer Agreement, (ii) the Servicer to remit a Reconveyance Amount under Section 3.4 or Section 3.5 of any Additional Transferor Receivables Transfer Agreement or Section 2.7 or Section 3.3 of the Transfer and Servicing Agreement, (iii) the Servicer to deposit Collections into the Collection Account when such amounts are to be deposited or (iv) the Marketing Agent to remit, or to cause the related Originator to remit, any amounts due under Section 3.11(b) of the Transfer and Servicing Agreement, the Master Collateral Agent will notify the Parent Support Provider in writing of such payment default;

(viii)          the Master Collateral Agent shall not be responsible for determining the reference banks, rates or method used to calculate One-Month LIBOR (as such term is defined in the Trust Financing Agreement for the applicable Series) or be liable for any error resulting from its calculation of One-Month LIBOR made in good faith.  In no event will the Master Collateral Agent be responsible for determining the unavailability of or cessation of One-Month LIBOR and any substitute or successor for One-Month LIBOR. The Master Collateral Agent will not have any liability or obligation with respect to any determination of One-Month LIBOR by the Administrator or the selection of any replacement index, or whether any conditions to the designation of such a rate have been satisfied, and shall have no obligation to monitor, give notice of, or make any determination, decision or election in connection with a Benchmark Replacement Date, Benchmark Transition Event, Benchmark Replacement, Benchmark Replacement Adjustment and/or any Benchmark Replacement Conforming Changes (as each such term is defined in the Trust Financing Agreement for the applicable Series) (all of which shall be the sole obligation of the Administrator), even if the Administrator does not act; and

(ix)          the Master Collateral Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in the Transaction Documents  as a result of the unavailability of One-Month LIBOR (or other applicable Benchmark (as such term is defined in the Trust Financing Agreement for the applicable Series)) and absence of a designated Benchmark Replacement, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Administrator, in providing any direction, instruction, notice or information required or contemplated by the terms of the Transaction Documents and reasonably required for the performance of such duties.

(d)          The Master Collateral Agent shall not be liable for interest on any amounts received by it, except as the Master Collateral Agent may agree in writing with the Trust.

(e)          No provision of this Agreement shall require the Master Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if it reasonably believes that repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it.

(f)          In no event shall the Master Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Master Collateral Agent is advised of the likelihood of such

loss, and regardless of the form of action. In no event shall the Master Collateral Agent be liable for any failure or delay in the performance of its obligations under this Agreement or any related documents from or caused by, directly or indirectly, circumstances beyond the Master Collateral Agent’s control, including, but not limited to, strikes, work stoppages, accidents, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes, epidemics, a material adverse change in the COVID-19 pandemic or a new pandemic and interruptions, loss or malfunctions of utilities, computer services (software and hardware) or mechanical, electronic or communication systems or the Federal Reserve Bank Wire Service.  The Master Collateral Agent will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(g)          Except as expressly provided in this Agreement, the Master Collateral Agent shall have no obligation to administer, service or collect the Receivables or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Receivables. The Master Collateral Agent shall be under no duty or obligation in connection with the acquisition or Grant by the Trust to the Secured Parties of any item constituting the Collateral, or to evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Trust in connection with its Grant or otherwise, in each case, in order to determine compliance with applicable requirements of and restrictions on transfer in respect of such Collateral.

(h)          The Master Collateral Agent shall not have any duty or responsibility to  (i) take any action in respect of any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement, amendment or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral absent written direction of the Creditor Representatives in accordance with Section 5.1(c) or Section 6.6, (ii) take any action with respect to the acquisition or maintenance of any insurance, (iii) make any filing pursuant to federal, State or foreign tax laws or the payment or discharge of any tax, assessment, or other governmental charge or any Lien of any kind owing with respect to, assessed or levied against, any part of the Collateral, (iv) take any action to protect against any diminution in value of the Collateral, or (v) monitor or enforce any risk retention requirements.

(i)          The Master Collateral Agent:

(i)          shall at all times be a “participant” (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve System;

(ii)          shall, to the extent that any of the Trust Accounts is a securities account (as such term is defined in the UCC), comply with all of the obligations of a securities intermediary under Article 8 of the UCC with respect thereto;

(iii)          agrees that each item of property including cash received by it for deposit in or credit to a Trust Account, and each investment made by it pursuant to the Transaction

Documents or Series Related Documents, as applicable, shall constitute and be treated by it as a financial asset; and

(iv)          shall not, except as provided herein, consent to or permit anyone to have “control” (as such term is defined in Section 8-106 of Article 8 of the UCC and Section 9-104 of Article 9 of the UCC) of any of the Trust Accounts.

(j)          The Master Collateral Agent will not have any obligation or responsibility to monitor or enforce the Sponsor’s compliance with any risk retention requirements under the U.S. Credit Risk Retention Rules or other rules or regulations relating to risk retention.  The Master Collateral Agent shall not be charged with knowledge of such rules, nor shall it be liable to any Creditor or other party for violation of such rules now or hereafter in effect, except as otherwise may be explicitly required by law, rule or regulation.

(k)          Except as required by the Transaction Documents and any Series Related Documents to which the Master Collateral Agent is a party, the Master Collateral Agent shall not be liable for the dissemination of any information contained in any Review Report or summary thereof, any 10-D or other filing, or any other dissemination of information required or made in accordance with the Transaction Documents and any Series Related Documents and shall have no responsibility, or liability for the failure of any party to redact or remove any Personally Identifiable Information or other confidential information in any document.

SECTION 7.2          Rights of the Master Collateral Agent.

(a)          Subject to the provisions of Section 7.1:

(i)          the Master Collateral Agent may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, evidence of indebtedness or any other paper or document believed by it to be genuine and which appears on its face to be properly executed and signed or presented by the proper Person.  The Master Collateral Agent is not required to investigate any facts or matters or to verify any calculations or amounts stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness, or other paper or document, but the Master Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Master Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Trust, personally or by agent or attorney.  The Master Collateral Agent will not be liable for any action taken or not taken in good faith in reliance on a document reasonably believed by it to be genuine;

(ii)          before the Master Collateral Agent acts or does not act, it may require and conclusively rely on an Officer’s Certificate or an Opinion of Counsel, at the expense of the Trust.  The Master Collateral Agent will not be liable for any action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel;

(iii)          the Master Collateral Agent may exercise its rights or powers under this Agreement or perform its obligations under this Agreement either directly or by or through agents

or attorneys or a custodian or nominee.  The Master Collateral Agent will not be responsible for misconduct or negligence on the part of, or for the supervision of, the agent, counsel, custodian or nominee appointed with due care by it under this Agreement;

(iv)          the Master Collateral Agent will not be liable for any action taken or not taken in good faith which it believes to be authorized or within its rights or powers under this Agreement so long as the action taken or not taken does not amount to gross negligence;

(v)          the Master Collateral Agent, at the expense of the Trust, may consult with counsel, accountants, appraisers or other experts or advisors, and the advice or opinion of counsel, accountants, appraisers or other experts or advisors on any matters relating to this Agreement, the Transaction Documents and the Series Related Documents will be full and complete authorization and protection from liability for any action taken or not taken by it under this Agreement in good faith and according to the advice or opinion of that counsel, accountant, appraiser or other expert or advisor;

(vi)          the Master Collateral Agent shall not be bound to ascertain or inquire as to the performance or satisfaction of any covenants, conditions or agreements on the part of the Trust or required to determine the materiality or adverse effect of breaches of representations or warranties or other events for purposes of notice or enforcement hereunder or under the Transaction Documents or any other Series Related Document;

(vii)          the Master Collateral Agent may request that the Trust and any other Person deliver a certificate setting forth the names of Responsible Persons and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement and the Master Collateral Agent shall have the right to require that any directions, instructions or notices provided to it be signed by a Responsible Person, be provided on corporate letterhead, or contain such other evidence as may be reasonably requested by the Master Collateral Agent to establish the identity and/signatures thereon.  The identity of such Responsible Persons, as well as their specimen signatures, title, telephone number and e-mail address, shall be delivered to the Master Collateral Agent and shall remain in effect until the applicable party, or an entity acting on its behalf, notifies the Master Collateral Agent of any change thereto;

(viii)          the Master Collateral Agent shall be under no obligation to (i) exercise any of the rights or powers vested in it by, or expend or risk its own funds or incur any financial liability in the performance of its obligations under, this Agreement or any other Transaction Documents or other Series Related Documents or (ii) start, pursue or defend litigation, investigate any matter or honor the request or direction of any of the Creditor Representatives (or any Creditor) pursuant to this Agreement (other than (x) requests, demands or directions relating to an asset representations review demand as set forth in Article XII of this Agreement and Section 11.1 of the Transfer and Servicing Agreement, (y) forwarding notices related to dispute resolution procedures as set forth in Section 11.2 of the Transfer and Servicing Agreement and (z) facilitating creditor communications pursuant to Section 8.4 of this Agreement), if the Master Collateral Agent reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request or direction.  Notwithstanding anything to the contrary in this Agreement, the Master Collateral Agent will not be required to take any action if (A) the Master Collateral Agent is advised by counsel that the action it is directed

to take is in conflict with applicable Laws or this Agreement, any Transaction Document or any other Series Related Document or (B) the Master Collateral Agent determines in good faith that the requested actions would be illegal or involve the Master Collateral Agent in personal liability;

(ix)          delivery of reports, information and documents to the Master Collateral Agent shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Trust’s or any other entity’s compliance with any covenants under this Agreement or any other related documents;

(x)          the permissive rights of the Master Collateral Agent to do things enumerated in this Agreement shall not be construed as a duty and the Master Collateral Agent shall not be answerable for other than its gross negligence, bad faith or willful misconduct; and

(xi)          any request or direction or action of the Trust mentioned herein shall be sufficiently evidenced by a Trust Order.

(b)          The Master Collateral Agent will not be liable for (a) the validity or adequacy of this Agreement or the Credit Extensions, (b) the Trust’s use of the proceeds from the Credit Extensions, or (c) any statement of the Trust in this Agreement, the Transaction Documents or in any other Series Related Documents.

(c)          In the performance of its duties and obligations hereunder and under any Transaction Document, the Paying Agent shall be entitled to all of the same rights, protections, indemnities and immunities as the Master Collateral Agent hereunder as if expressly set forth herein.

(d)          It is expressly acknowledged, agreed and consented to that U.S. Bank National Association will be acting in the capacities of Master Collateral Agent and Paying Agent hereunder, and may also act in the capacity of Indenture Trustee and/or Paying Agent under an Indenture.  U.S. Bank National Association may, in such multiple capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of express duties set forth in this Agreement or any Indenture in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the parties hereto and any other person having rights pursuant hereto.

SECTION 7.3          Funds Held in Trust.  Funds and investments and other property held by the Master Collateral Agent, any Paying Agent or any Creditor Representative shall be held in trust in one or more Trust Accounts hereunder, but need not be segregated from other funds except to the extent required by Law.

SECTION 7.4          Compensation and Indemnity.

(a)          As compensation for its services as Master Collateral Agent and Paying Agent hereunder, the Trust shall pay, pursuant to the priority of payments contained herein and in each Trust Financing Agreement, to the Master Collateral Agent from time to time the Master Collateral Agent Fee in such amounts as the Trust and the Master Collateral Agent may agree in writing

(which compensation shall not be limited by any law on compensation of a trustee of an express trust) from time to time.  The Trust shall reimburse, pursuant to the priority of payments contained herein and in each Trust Financing Agreement, the Master Collateral Agent, for all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing notices and costs of counsel, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and out-of-pocket expenses, disbursements and advances of the Master Collateral Agent’s agents, counsel, accountants and experts, but exclude expenses resulting from its willful misconduct, bad faith or gross negligence.  The Trust shall indemnify, pursuant to the priority of payments contained herein and in each Trust Financing Agreement, the Master Collateral Agent and its officers, directors, employees, agents, successors and assigns (each individually an “Indemnified Person” and collectively, the  “Indemnified Persons”) against any and all losses, liabilities, claims, damages,  actions, suits, stamp or similar taxes, fees, penalties, disbursements and reasonable and documented out-of-pocket costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses, including reasonable legal fees and expenses in connection with the enforcement of its rights (including rights of indemnification) hereunder) of whatever kind or nature regardless of merit, demanded, asserted or claimed against or incurred by them (collectively, “Indemnified Amounts”) to the extent related to or arising out of the administration of this Agreement and the performance of its duties hereunder or under the Transaction Documents or any other Series Related Documents, including the costs and expenses of enforcing this Agreement against the Trust (including this Section 7.4) and defending itself against or investigating any claims (whether asserted by the Trust, any Creditor or any other Person), not resulting from the gross negligence, bad faith or willful misconduct by the Indemnified Person seeking indemnification.  The Master Collateral Agent shall notify the Trust promptly of any claim for which it may seek indemnity.  Failure by the Master Collateral Agent to so notify the Trust shall not relieve the Trust of its obligations hereunder.  The Trust may participate in and assume the defense and settlement of any proceeding at its expense.  If the Trust notifies the Indemnified Person of its intention to assume the defense of such proceeding, the Trust will assume such defense with counsel reasonably satisfactory to the Indemnified Person and in a manner reasonably satisfactory to the Indemnified Person.  The Trust will not be liable for legal expenses of separate counsel to the Indemnified Person unless there is a conflict between the interests of the Trust and the Indemnified Person.  If there is a conflict or if the parties cannot reasonably agree as to the selection of counsel, the Trust will pay for the separate counsel to the Indemnified Person.  No settlement of the proceeding in which a claim is brought against the Trust may be settled in the name of, on behalf of or in any manner in which the Trust is understood to acknowledge the validity of any claim without the approval of the Trust and the Indemnified Person, which approvals will not be unreasonably withheld.  This Section 7.4 shall not limit or affect any other rights, including indemnification rights that the Master Collateral Agent may have hereunder, under the Transaction Documents or any other Series Related Document or under applicable Law.

(b)          To the fullest extent permitted by Law, Indemnified Amounts to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be finally determined by a court of competent jurisdiction that the Indemnified Person is not entitled to such Indemnified Amounts under this Agreement.  Amounts payable by the Trust under this Section 7.4 shall be paid in accordance with

the priority of payments contained herein and in each Trust Financing Agreement.  The Trust’s payment and indemnification obligations to the Master Collateral Agent pursuant to this Section 7.4 shall survive the discharge of this Agreement, or the earlier resignation or removal of the Master Collateral Agent.  When the Master Collateral Agent incurs expenses after the occurrence of an Event of Default as a result of any Insolvency Event with respect to the Trust, the expenses are intended to constitute expenses of administration under any Debtor Relief Law.

(c)          It is expressly understood and agreed that the Paying Agent shall be entitled to the same rights of compensation and indemnification as the Master Collateral Agent pursuant to this Section 7.4; provided that if the Paying Agent and the Master Collateral Agent are the same Person, the Trust shall be responsible for paying any such compensation and indemnification without duplication.

SECTION 7.5          Resignation and Removal; Appointment of Successor.

(a)          No resignation or removal of the Master Collateral Agent and no appointment of a successor Master Collateral Agent shall become effective until the acceptance of appointment by the successor Master Collateral Agent pursuant to this Section 7.5.  The Master Collateral Agent may resign at any time by giving ninety (90) days written notice to the Trust and each Creditor Representative. The Majority Creditor Representatives may remove the Master Collateral Agent by so notifying the Master Collateral Agent in writing and may appoint a successor Master Collateral Agent (so long as no Servicer Termination Event or Event of Default exists at such time, with the consent of the Trust, such consent not to be unreasonably withheld, delayed or conditioned).  The Trust shall remove the Master Collateral Agent if:

(i)          the Master Collateral Agent fails to comply with Section 7.8;

(ii)          the Master Collateral Agent is subject to an Insolvency Event;

(iii)      a receiver or other public officer takes charge of the Master Collateral Agent or its property; or

(iv)         the Master Collateral Agent otherwise becomes incapable of acting or it becomes unlawful for it to do so.

(b)          If the Master Collateral Agent resigns or is removed or if a vacancy exists in the office of the Master Collateral Agent for any reason (the Master Collateral Agent in such event being referred to herein as the retiring Master Collateral Agent), the Trust or Majority Creditor Representatives shall promptly appoint a successor Master Collateral Agent.

(c)          A successor Master Collateral Agent shall deliver a written acceptance of its appointment to the retiring Master Collateral Agent and to the Trust.  Thereupon the resignation or removal of the retiring Master Collateral Agent shall become effective, and the successor Master Collateral Agent shall have all the rights, powers and duties of the Master Collateral Agent under this Agreement.  The successor Master Collateral Agent shall mail a notice of its succession to Creditors.  The retiring Master Collateral Agent shall promptly transfer all property held by it as the Master Collateral Agent to the successor Master Collateral Agent.

(d)          If a successor Master Collateral Agent does not take office within sixty (60) days after the retiring Master Collateral Agent resigns or is removed, the retiring Master Collateral Agent, the Trust or Majority Creditor Representatives may petition any court of competent jurisdiction for the appointment of a successor Master Collateral Agent.

(e)          If the Master Collateral Agent fails to comply with Section 7.8, any Creditor may petition any court of competent jurisdiction for the removal of the Master Collateral Agent and the appointment of a successor Master Collateral Agent.

(f)          Notwithstanding the replacement of the Master Collateral Agent pursuant to this Section 7.5, the Trust’s obligations under Section 7.4 shall continue for the benefit of the retiring Master Collateral Agent.  The retiring Master Collateral Agent shall have no liability for any act or omission by any successor Master Collateral Agent.

SECTION 7.6          Successor Master Collateral Agent by Merger.  If the Master Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Master Collateral Agent; provided that such Person shall be otherwise qualified and eligible under Section 7.8.

SECTION 7.7          Appointment of Co-Agent or Separate Agent.

(a)          Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Master Collateral Agent shall have the power and may execute and deliver all instruments to appoint one or more Person(s) to act as co-agent(s), or separate agent(s) for the benefit of the Creditors, and to vest in such Person(s), in such capacity, all rights hereunder with respect to the Collateral, or any part thereof, and, subject to the other provisions of this Section 7.7, such powers, duties, obligations, rights and trusts as the Master Collateral Agent may consider necessary or desirable.  No co-agent or separate agent hereunder shall be required to meet the terms of eligibility as a successor Master Collateral Agent under this Section 7.7, and no notice to Creditors of the appointment of any co-agent or separate agent shall be required under Section 7.5.

(b)          Every separate agent and co-agent shall, to the extent permitted by Law, be appointed and act subject to the following provisions and conditions:

(i)          all rights, powers, duties and obligations conferred or imposed upon the Master Collateral Agent set forth in the instrument of appointment shall be conferred or imposed upon and exercised or performed by the separate agent or the Master Collateral Agent and co-agent jointly (it being understood that a co-agent is not authorized to act separately without the Master Collateral Agent joining in such act, except to the extent that under any Law of any jurisdiction in which any particular act(s) are to be performed, the Master Collateral Agent shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of rights with respect to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by the co-agent, but solely at the direction of the requisite Creditor Representatives);

(ii)   no agent hereunder shall be personally liable by reason of any act or omission of any other agent hereunder; and

(iii)   the Master Collateral Agent may at any time accept the resignation of or remove, in its sole discretion, any separate agent or co-agent.

(c)          Any notice, request or other writing given to the Master Collateral Agent shall be deemed to have been given to each of the then separate agents and co-agents, as effectively as if given to each of them.  Every instrument appointing any separate agent or co-agent shall refer to this Agreement and the conditions of this Article VII.  Each separate agent and co-agent, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Master Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Master Collateral Agent.

(d)          Any separate agent or co-agent may at any time constitute the Master Collateral Agent as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate agent or co-agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Master Collateral Agent, to the extent permitted by Law, without the appointment of a new or successor agent.  The Master Collateral Agent shall have no obligation to determine whether a co-agent or separate agent is legally required in any jurisdiction in which any portion of the Collateral may be located.

SECTION 7.8          Eligibility; Disqualification.  There shall at all times be a Master Collateral Agent hereunder which shall (a) be a bank organized and doing business under the laws of the United States of America, any State or the District of Columbia, authorized under such laws to exercise corporate trust powers; (b) have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition; and (c) be a Qualified Institution.

If such bank publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 7.8, the combined capital and surplus of such bank shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Master Collateral Agent shall cease to be eligible in accordance with the provisions of this Section 7.8, it shall resign immediately in the manner and with the effect specified in this Article VII.

SECTION 7.9          Representations and Warranties.  The Master Collateral Agent hereby represents and warrants that:

(a)          the Master Collateral Agent is duly organized, validly existing and qualified as a national banking association under the federal laws of the United States;

(b)          the Master Collateral Agent has the corporate power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder; the Master

Collateral Agent satisfies the eligibility requirements set forth in Section 7.8 hereof; and the execution, delivery and performance of this Agreement have been duly authorized by the Master Collateral Agent by all necessary action;

(c)          each of this Agreement, the Transaction Documents and the other Series Related Documents to which it is a party has been duly executed and delivered by the Master Collateral Agent and constitutes the legal, valid and binding obligation of the Master Collateral Agent, enforceable against the Master Collateral Agent in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) and with respect to rights of indemnity hereunder, limitations of public policy under applicable securities laws;

(d)          to the best knowledge of the Responsible Persons of the Master Collateral Agent, the Master Collateral Agent is not in breach of or default under any law or regulation of the United States of America, or any department, division, agency or instrumentality thereof having jurisdiction over the trust powers of the Master Collateral Agent which would materially impair the ability of the Master Collateral Agent to perform its obligations hereunder; and

(e)          to the best knowledge of the Responsible Persons of the Master Collateral Agent, no authorization, consent or other order of any federal government authority or agency having jurisdiction over the trust powers of the Master Collateral Agent are required to be obtained by the Master Collateral Agent for the valid authorization, execution and delivery by the Master Collateral Agent of this Agreement.

SECTION 7.10          The Paying Agent.

(a)          The Trust hereby appoints the Master Collateral Agent as the initial Paying Agent.  All payments of amounts due and payable with respect to any Credit Extensions that are to be made from amounts withdrawn from any Trust Account pursuant to Article IX and the applicable Trust Financing Agreement shall be made on behalf of the Trust by the Paying Agent or by such party as set forth therein.

(b)          The Paying Agent hereby agrees that subject to the provisions of this Section 7.10, it shall:

(i)          hold any sums held by it for the payment of amounts due with respect to the Credit Extensions in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii)          give the Master Collateral Agent and each Creditor Representative prompt notice of any default by the Trust of which a Responsible Person of the Paying Agent has actual

knowledge in the making of any payment required to be made with respect to the Credit Extensions;

(iii)          at any time during the continuance of any default referenced in clause (ii) above, upon the written request of the Master Collateral Agent, forthwith pay to the Master Collateral Agent any sums so held in trust by such Paying Agent; and

(iv)          immediately resign as a Paying Agent and forthwith pay to the Master Collateral Agent any sums held by it in trust for the payment of Credit Extensions if at any time it ceases to meet the standards set forth in Section 7.8 required to be met by a Paying Agent.

(c)          The Trust shall at any time when necessary or required, for the purpose of obtaining the satisfaction and discharge of this Agreement with respect to all the Credit Extensions or for any other purpose, by Trust Order, cause any Paying Agent other than the Master Collateral Agent to pay to the Master Collateral Agent any sums held in trust by such Paying Agent with respect to the Credit Extensions, such sums to be held by the Master Collateral Agent upon the same trusts as those upon which the sums were held by such Paying Agent and, in the case of satisfaction and discharge of this Agreement, applied according to Article IX; and upon such payment by any Paying Agent to the Master Collateral Agent, such Paying Agent shall be released from all further liability with respect to such sums.

(d)          Subject to applicable laws with respect to escheat of funds, any amounts held by the Master Collateral Agent or any Paying Agent in trust for the payment of any amount due with respect to any Credit Extension and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Trust on a Trust Order; and the related Creditor shall thereafter, as an unsecured general creditor, look only to the Trust for payment thereof (but only to the extent of the amounts so paid to the Trust), and all liability of the Master Collateral Agent or such Paying Agent with respect to such trust funds shall thereupon cease; provided, however, that the Master Collateral Agent or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Trust cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such funds remain unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such funds then remaining will be repaid to the Trust.

(e)          Each Paying Agent (other than the initial Paying Agent) shall be appointed by Trust Order with written notice thereof to the Master Collateral Agent and each Creditor Representative.  The initial Paying Agent shall be U.S. Bank National Association, in its capacity as Master Collateral Agent, and shall be deemed to be eligible hereunder.  Any successor Paying Agent appointed by the Trust shall be a Person who would be eligible to be Master Collateral Agent hereunder as provided in Section 7.8.

(f)          The Paying Agent shall be entitled to (and shall be entitled to enforce) all of the protections, rights, exculpations, immunities and indemnities afforded to the Master Collateral Agent under this Agreement.

SECTION 7.11          Reports by Master Collateral Agent.

(a)          Annual Assessment of Compliance.  On or before March 1st of each year during which an Indenture Series is outstanding and for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Trust, beginning in the year after the date hereof, the Master Collateral Agent shall:

(i)          deliver to the Trust, the Depositor, the Administrator and the Servicer, a report regarding the Master Collateral Agent’s assessment of compliance with the Servicing Criteria specified on Exhibit B during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Master Collateral Agent, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Trust and signed by an authorized officer of the Master Collateral Agent; and

(ii)          deliver to the Trust, the Depositor, the Administrator and the Servicer a report of a registered public accounting firm reasonably acceptable to the Trust and the Administrator that attests to, and reports on, the assessment of compliance made by the Master Collateral Agent and delivered pursuant to the preceding paragraph.  This attestation shall be delivered in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S‑X under the Securities Act and the Exchange Act.

The reports will be delivered in a format suitable for filing with the Commission on EDGAR.

(b)          Obligation to Update Disclosure.  The Master Collateral Agent will notify and provide information, and certify that information in an Officer’s Certificate, to the Trust, the Administrator and the Depositor on the occurrence of any event or condition relating to the Master Collateral Agent or actions taken by the Master Collateral Agent that (i) may be required to be disclosed by the Trust under Item 2 (the institution of, material developments in, or termination of legal proceedings against the Master Collateral Agent that are material to the Noteholders of an Indenture Series) of Form 10-D under the Exchange Act within five (5) Business Days of a Responsible Person of the Master Collateral Agent having actual knowledge of such proceeding, (ii) the Trust, or the Administrator on behalf of the Trust, reasonably requests of the Master Collateral Agent that the Administrator believes is necessary to comply with the Trust’s reporting obligations under the Exchange Act within two (2) Business Days of request, (iii) is required to be disclosed under Item 5 (submission of matters to a vote of the Creditors) of Form 10-D under the Exchange Act (other than with respect to submissions of matter to a vote of the Public Noteholders of a Group pursuant to Article XII of this Agreement) within five (5) Business Days of a Responsible Person of the Master Collateral Agent having actual knowledge of the submission, or (iv) is required to be disclosed under Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two (2) Business Days of the failure to make a distribution when required, as applicable.

or Sections 2.7 of the Transfer and Servicing Agreement, (b) promptly on request by the Sponsor, the Depositor, the Administrator or the Servicer, provide to them other information reasonably requested and within its possession to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act and (c) if requested by the Sponsor, the Depositor, the Administrator or the Servicer, provide a written certification no later than fifteen (15) days following the end of any quarter or year that the Master Collateral Agent has not received any reacquisition demands or requests for that period, or if reacquisition or acquisition, as applicable, demands or requests have been received during that period, that the Master Collateral Agent has provided all the information reasonably requested under clause (b) above.  The Master Collateral Agent and the Trust will not have responsibility or liability for a filing required to be made by a securitizer under the Exchange Act.

SECTION 8.1          Creditors Lists.  The Trust will furnish or cause to be furnished to the Master Collateral Agent, a list of the names, addresses, wiring instructions and taxpayer identification numbers of the Creditor Representatives of each Series as the Master Collateral Agent may reasonably request in writing, within ten (10) days after receipt by the Trust of any such request and as of a date not more than ten (10) days prior to the time such list is furnished.  The Creditor Representative with respect to a Series shall, upon request of the Trust or the Master Collateral Agent, provide to the Trust or the Master Collateral Agent a list of the Creditors under such Series and each related Trust Financing of such Series, indicating their respective names, addresses, taxpayer identification numbers and the then outstanding principal amount of their respective Credit Extensions.

SECTION 8.2          Preservation of Information; Communications to Creditors.  The Master Collateral Agent shall preserve, at all times, the names and addresses of the Creditors contained in the most recent list furnished to the Master Collateral Agent as provided in Section 8.1.  The Master Collateral Agent shall be entitled to conclusively rely upon the most recent list furnished to it pursuant to Section 8.1.  The Master Collateral Agent may destroy any list furnished to it as provided in Section 8.1 upon receipt of a new list so furnished.

SECTION 8.3          List of Creditors.  Creditors holding not less than ten percent (10%) of the Credit Exposure of any Trust Financing may obtain access to the list of Creditors so held by the Master Collateral Agent under Section 8.2 for the purpose of communicating with the other Creditors.  The Master Collateral Agent may elect not to allow the requesting Creditors access to the list of Creditors if the Master Collateral Agent agrees to mail the requested communication or proxy, on behalf and at the expense of the requesting Creditors, to all Creditors of record.

SECTION 8.4          Noteholder Communications.  A Noteholder of any Indenture Series or a Verified Note Owner may send a written request to the Trust (or the Administrator, on behalf of the Trust) stating that such Noteholder or Verified Note Owner is interested in communicating with Noteholders and Note Owners of other Publicly Registered Credit Extensions about the possible exercise of rights under the Transaction Documents.  The Administrator has agreed in Section 2.9 of the Administration Agreement to include in the Form 10-D for any Collection Period any written request received by the Administrator during that Collection Period from a Noteholder

of any Indenture Series or a Verified Note Owner to communicate with Noteholders and Note Owners of other Publicly Registered Credit Extensions regarding exercising their rights under the Transaction Documents.

SECTION 9.1          Collection of Amounts Due.  Except as otherwise expressly provided herein and in any Trust Financing Agreement, the Master Collateral Agent may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all sums and other property payable to or receivable by the Master Collateral Agent pursuant to this Agreement.  The Master Collateral Agent shall apply all such amounts received by it as provided in this Agreement.  In the event that there are no Trust Financings Outstanding, the Master Collateral Agent and/or the Paying Agent is entitled to withdraw amounts from the Collection Account to pay any reasonable fees, expenses and indemnities due and owing to the Master Collateral Agent and the Paying Agent under this Agreement, the Transaction Documents and any Series Related Documents.

SECTION 9.2          Trust Accounts.  (a)          On or prior to the date hereof (in respect of clause (i) below) or the Closing Date for the applicable Trust Financing (in respect to clause (ii) below), the Trust shall have established and thereafter maintained the following accounts with a Qualified Institution (the “Trust Accounts”):

(i)          Collection Account; and

(ii)       any applicable Trust Financing Accounts for the applicable Trust Financing.

(b)          The Collection Account shall be maintained in accordance with the applicable Account Control Agreement.

(c)          With respect to the Trust Account Property, the Trust and the Master Collateral Agent agree, as security for the Trust’s obligations under this Agreement, that:

(A)          any Trust Account Property that constitutes, or is held through or in, a deposit account (as such term is defined in the UCC) shall be, or shall be held through or in, an account maintained with a Qualified Institution continuously identified in the deposit bank’s books and records as subject to a security interest of the Master Collateral Agent and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Master Collateral Agent in accordance with Section 9-104 of the UCC, the Master Collateral Agent shall have the power to direct disposition of the funds in such deposit account without further consent by the Trust; provided, however, that prior to delivery by the Master Collateral Agent to the Trust of notice otherwise, the Trust shall direct the disposition of the funds in such deposit account in accordance with the terms of the Transaction Documents and the other Series Related Documents; provided, further, that the Master Collateral Agent agrees with the Trust that it will not deliver such

notice or exercise its power to direct disposition of the funds in such deposit account unless an Event of Default for the related Group has occurred and is continuing; provided, further, that the Master Collateral Agent agrees for the benefit of the Creditors to give any such notice or direction upon the direction of Creditor Representatives representing Creditors holding not less than a majority of the Credit Extensions of the affected Trust Financings; and

(B)          any Trust Account Property that constitutes a Permitted Investment or a similar investment shall be held by a securities intermediary under and in accordance with an account control agreement in form and substance reasonably satisfactory to the Master Collateral Agent and the Majority Creditor Representatives and shall be subject to the Master Collateral Agent’s security interest in such Trust Account Property.

(d)          The Servicer may instruct (by standing instructions or otherwise) the institution maintaining the Collection Account to invest funds on deposit in the Collection Account from time to time in Permitted Investments in the name of the Master Collateral Agent, and Permitted Investments shall be credited to the Collection Account; provided, however, that any such investment shall mature not later than the second Business Day prior to the first Payment Date following the date on which such investment was made.  The Servicer shall not direct the Master Collateral Agent to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. In the absence of written investment instructions hereunder, funds on deposit in the Collection Account shall remain uninvested.  With respect to the Collection Account, all interest and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to financial assets credited to the Collection Account shall be deemed to be on deposit therein and available for distribution unless previously distributed pursuant to the terms hereof.

SECTION 9.3          Rights of Creditors.  The Collateral shall secure the rights of the Creditors to receive (i) the portion of Group Available Funds allocable to the Creditors of such Trust Financing pursuant to this Agreement and the related Trust Financing Agreement, (ii) funds and other property credited to the Collection Account (or any subaccount thereof) allocable to the Creditors of such Trust Financing and such Person pursuant to this Agreement and such Trust Financing Agreement, (iii) funds and other property credited to any related Trust Financing Account and (iv) funds available pursuant to any related Series Enhancement, it being understood that, except as specifically set forth in the Trust Financing Agreement with respect thereto, (a) the Credit Extensions of any Trust Financing shall not be secured by any interest in any Trust Financing Account or Series Enhancement specifically pledged for the sole benefit of another Trust Financing and (b) upon (x) the termination of all commitments, if any, to extend credit under the related Trust Financing Agreement and (y) the termination of the related Trust Financing Agreement in accordance with its terms, amounts on deposit in any Trust Financing Account specifically pledged for the sole benefit of such Trust Financing or amounts received in respect of any Series Enhancement specifically pledged for the sole benefit of such Trust Financing, shall be released to the Equityholder.

SECTION 9.4          Collections and Allocations.

(a)          The Servicer shall allocate Group Available Funds to (i) each Trust Financing in the related Group in accordance with its Series Allocation Percentage and (ii) the Certificateholders in accordance with the Transferor Percentage for the related Group, in each case, on the first Determination Date following the Collection Period in which such amounts are received. Notwithstanding the foregoing, in the event that any Trust Financing related to a Group is in an Amortization Period, the Servicer shall allocate (i) the related Amortizing Series Group Available Funds to each Trust Financing related Group in an Amortization Period and (ii) all related Group Available Funds in excess of the Amortizing Series Group Available Funds (A) to each Trust Financing in the related Group not in an Amortization Period in accordance with its Series Allocation Percentage (calculated excluding all Trust Financings related to such Group in an Amortization Period) and (B) the Certificateholders in accordance with the Transferor Percentage for such Group (calculated excluding all Trust Financings related to such Group in an Amortization Period), in each case, on the first Determination Date following the Collection Period in which such amounts are received.  Promptly following identification thereof, the Servicer shall direct the Paying Agent in writing to withdraw and pay amounts on deposit in the Collection Account that do not constitute Group Available Funds and to distribute such amounts to the Servicer to be further distributed to the owner thereof.

(b)          On the Business Day preceding each Payment Date, the Servicer shall direct the Paying Agent in writing to withdraw from the Collection Account and remit to (i) the Distribution Account for each Series, an amount equal to the aggregate amount of related Group Available Funds allocated to such Series in accordance with the applicable Series Allocation Percentage pursuant to Section 9.4(a) for the applicable Collection Period and (ii) the Equityholder, an amount equal to the aggregate amount of Group Available Funds for each Group allocated to the Certificateholders in accordance with the Transferor Percentage pursuant to Section 9.4(a) for the applicable Collection Period.

(c)          The amount remitted to the Distribution Account for each Series pursuant to the preceding clause (b) shall be distributed on each Payment Date in accordance with the terms of the Trust Financing Agreement for such Series.

(d)          On any Acquisition Date, the Trust (or the Servicer on its behalf) may, subject to any other restrictions in any Transaction Document or other Series Related Document, use Group Available Funds for the Group to which the related Receivables will be designated in an amount equal to the aggregate Receivables Cash Transfer Amount of the related Receivables to pay the Receivables Cash Transfer Amount for Receivables to be acquired by the Trust; provided, that (i) no amount of Group Available Funds shall be withdrawn from any Trust Financing Account to pay the Receivables Cash Transfer Amount and (ii) neither the Trust nor the Servicer shall make any such payment unless, in either such case:

(i)          no event has occurred and is continuing, or would result from such withdrawal, which constitutes (i) an Amortization Event or Potential Amortization Event for any Series related to the Group to which such Receivables will be designated, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the Group to which such Receivables will be designated or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date;

(ii)          immediately after giving effect to such acquisition of Receivables, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the Transaction Documents and the other Series Related Documents;

(iii)          the Servicer shall have delivered to the Depositor, the Trust, the Master Collateral Agent and each related Group Creditor Representative the related Acquisition Date Supplement; and

(iv)          the related Receivables are Eligible Receivables with respect to one or more related Group Series for which Credit Extensions are Outstanding as of the related Acquisition Date.

Upon each withdrawal of or direction to withdraw Group Available Funds from the Collection Account pursuant to this Section 9.4(d), each of the Trust and the Servicer shall be deemed to represent and warrant to the Master Collateral Agent that each of the foregoing conditions have been satisfied with respect thereto.

(e)          The Trust (or the Servicer on its behalf) may, subject to any other restrictions in any Transaction Document or other Series Related Document, (i) so long as Group Available Funds in excess of the aggregate Series Monthly Payment Amount for all Group Series for the related Payment Date are on deposit in the Collection Account (after giving effect to any prepayment or distribution made pursuant to this clause (e)), use the Aggregate Non-Amortizing Series Allocation Percentage of related Group Available Funds in excess of the aggregate Series Monthly Payment Amount for all Group Series for the related Payment Date on deposit in the Collection Account to make a voluntary prepayment of any related Credit Extensions related to such Group, subject to the provisions of the related Trust Financing Agreement, (ii) (x) so long as Group Available Funds in excess of the aggregate Series Monthly Payment Amount for all related Group Series for the related Payment Date are on deposit in the Collection Account (after giving effect to any prepayment or distribution made pursuant to this clause (e)), distribute the cash portion of any Transfer Proceeds to or at the direction of the Equityholder and (y) distribute the portion of any Transfer Proceeds consisting of Securitization Equity to or at the direction of the Equityholder, which Transfer Proceeds (including any Securitization Equity) shall be distributed free and clear of the Lien of this Agreement or any other Transaction Document; provided, that (1) no amount of Group Available Funds or Transfer Proceeds shall be withdrawn from any Trust Financing Account to make any such prepayment or distribution and (2) neither the Trust nor the Servicer shall make any such prepayment or distribution unless:

(i)          no event has occurred and is continuing, or would result from such prepayment or distribution, which constitutes (i) an Amortization Event or Potential Amortization Event for any related Group Series, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the related Group or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date;

(ii)          immediately after giving effect to such prepayment or distribution, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the Transaction Documents and the other Series Related Documents; and

(iii)          the Servicer shall have delivered to the Master Collateral Agent and each Creditor Representative, a report in form and substance reasonably acceptable to such Persons, setting forth a calculation of the Pool Balance and the Required Pool Balance with respect to the related Group as of the related Measurement Date.

Upon each withdrawal of or direction to withdraw or distribute Group Available Funds or Transfer Proceeds (including any Securitization Equity) pursuant to this Section 9.4(e), each of the Trust and the Servicer shall be deemed to represent and warrant to the Master Collateral Agent that each of the foregoing conditions have been satisfied with respect thereto.

SECTION 9.5          Shared Collections.  In the manner described in the Trust Financing Agreement for each Series, to the extent that Group Available Funds that are remitted to the Distribution Account for a Series pursuant to Section 9.4(b) on a Payment Date exceed the sum of (i) the Series Monthly Payment Amount for such Series on such Payment Date and (ii) the aggregate amount required to be deposited in a Trust Financing Account for such Series on such Payment Date pursuant to the related Trust Financing Agreement, such excess shall be treated as “Shared Collections” for the related Group.  The Servicer shall allocate Shared Collections for each Group on each Payment Date to each Sharing Series in such Group pro rata, in proportion to the Shortfall, if any, for such Series.  If the aggregate amount of Shared Collections for all Sharing Series in a Group on a Payment Date is less than the Shortfalls for all Sharing Series in such Group for such Payment Date, then the Servicer shall allocate and direct the Master Collateral Agent in writing to withdraw from the Collection Account and remit to the Distribution Account for each Sharing Series, an amount equal to the product of (a) the aggregate amount of Shared Collections for such Group for such Payment Date and (b) a fraction, the numerator of which is the Shortfall for such Series for such Payment Date and the denominator of which is the aggregate Shortfalls for all Sharing Series in such Group for such Payment Date.  Any Shared Collections for a Group that are not required to be applied on a Payment Date to make a payment or deposit in respect of a Trust Financing shall be applied in accordance with Section 9.6.

SECTION 9.6          Excess Collections.  If, after giving effect to Section 9.5, Group Available Funds allocated to any Series on any Payment Date exceed the amount required to be paid or deposited in respect of such Series pursuant to the Trust Financing Agreement for such Series, then any such excess Group Available Funds shall be released to the Trust for distribution to the Certificateholders or such other party as may be entitled thereto as set forth in such Trust Financing Agreement.

SECTION 9.7          Release of Collateral.

(a)          The Master Collateral Agent may, and when required by this Agreement shall, execute instruments to release property from the Lien of this Agreement, or convey the Master Collateral Agent’s interest in the same, in a manner and under circumstances that are not inconsistent with this Agreement.  No party relying upon an instrument executed by the Master Collateral Agent as provided in this Article shall be bound to ascertain the Master Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.  Subject to payment of its outstanding fees, expenses and indemnification amounts owed pursuant to Section 7.4, the Master Collateral Agent shall release Collateral from the Lien of this Agreement upon receipt of a Trust Order directing such release and an Officer’s Certificate

of the Administrator meeting the requirements of Section 11.1 and certifying as of the related Transfer Date that the following conditions have been satisfied:

(i)          no event has occurred and is continuing, or would result from such release, which constitutes (i) an Amortization Event or Potential Amortization Event for any Series related Group Series, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the related Group or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date;

(ii)          immediately after giving effect to such release of Collateral, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the Transaction Documents and other Series Related Documents, except to the extent that any such failure would not have a material adverse effect on the Credit Extensions;

(iii)          the Servicer shall have delivered to the Master Collateral Agent and each Creditor Representative, a Transfer Date Supplement; and

(iv)          the Trust (or the Administrator on its behalf) has not selected the Collateral for release from the Lien of this Agreement in a manner that could be reasonably expected to adversely affect the interest of the Creditors.

(b)          The Master Collateral Agent shall, upon the occurrence of the Collateral Release Date, release and transfer, without recourse, all of the Collateral.  Subject to payment of its fees, expenses and indemnities owed pursuant to Section 7.4, the Master Collateral Agent shall release property from the Lien of this Agreement pursuant to this Section 9.7(b) only upon receipt of a Trust Order directing such release accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the applicable requirements of Section 11.1.

(c)          Notwithstanding any other provision of this Section 9.7, the Trust may (A) collect, liquidate, sell or otherwise dispose of Collateral released in accordance with Section 9.7(a), Section 9.7(b), the Transaction Documents and the Series Related Documents, as and to the extent permitted or required hereby and thereby and (B) make cash payments out of the Trust Financing Accounts as and to the extent permitted or required hereby or by the Transaction Documents and the other Series Related Documents.

(d)          For any transfer of a Receivable permitted under this Section 9.7, the Trust will be deemed to have transferred and absolutely assigned such Transferred Receivable, effective as of the related Transfer Date, all of the Trust’s right, title and interest in such Transferred Receivable and all security and documents relating to such Transferred Receivable, and the related transferee will be entitled to all collections on or proceeds of the Transferred Receivable on and after the related Transferred Receivable Cutoff Date.  In connection with the transfer and absolute assignment of a Receivable, the Servicer will mark its receivables systems to indicate that the Transferred Receivable is no longer a Receivable and may take any action necessary or advisable to transfer and absolutely assign the Transferred Receivable, free from any Lien of the Depositor, the Trust or the Master Collateral Agent.

(e)          The Master Collateral Agent will be deemed to release, and does release, and each Creditor acknowledges that the Master Collateral Agent will release, Liens and other rights and interests it possesses, without further action of the parties, in, to and under:

(i)          each Receivable and all proceeds of the Receivable reacquired by an Originator under Section 3.4(c) or 4.6 of the Originator Receivables Transfer Agreement or acquired by the Servicer under Section 3.4(c) or 3.5 of any Additional Transferor Receivables Transfer Agreement or Section 2.7 or 3.3(e) of the Transfer and Servicing Agreement, effective when the Receivable is deemed transferred and assigned by the Trust under the applicable Section; and

(ii)          each Receivable sold by the Servicer under Section 3.4 of the Transfer and Servicing Agreement, effective when the Receivable is deemed sold by the Servicer.

SECTION 10.1          Amendments Without Consent of Creditors.

(a)          The Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, without the consent of any Creditor Representatives or Creditors may amend this Agreement (including Appendix A), for any of the following purposes:

(i)          to correct or expand the description of any property at any time subject to the Lien of this Agreement, or better to Grant to the Master Collateral Agent a Lien on any property subject or required to be subjected to the Lien of this Agreement, or to subject additional property to the Lien of this Agreement;

(ii)          to evidence the succession of any other Person to the Trust, and the assumption by the successor of the obligations of the Trust in this Agreement and in the Credit Extensions;

(iii)          to add to the covenants of the Trust, for the benefit of the Creditors, or to surrender any right or power given to the Trust under this Agreement;

(iv)          to convey, transfer, assign, mortgage or pledge any property to or with the Master Collateral Agent for the benefit of the Creditors;

(v)          to cure any ambiguity, to correct an error or to correct or supplement any provision of this Agreement that may be defective or inconsistent with the other terms of this Agreement;

(vi)          to evidence the acceptance of the appointment under this Agreement of a successor master collateral agent and to add to or change this Agreement as necessary to facilitate the administration of the trusts under this Agreement by more than one master collateral agent;

(vii)          to provide for the designation under this Agreement of one or more Groups; or

(viii)          to provide for the designation under this Agreement of one or more Series related to the Group Receivables, in accordance with the provisions of Section 3.1.

(b)          The Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, may, also without the consent of any Creditor Representatives or Creditors, also enter into an amendment or amendments to this Agreement (including Appendix A) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement (including Appendix A) or modifying in any manner the rights of the Creditors or Creditor Representatives under this Agreement (including Appendix A) if (A) the Trust or the Administrator shall have delivered to the Master Collateral Agent and each Creditor Representative an Officer’s Certificate, dated the date of any such action, stating that the Trust or the Administrator, as applicable, reasonably believe that such action will not have a material adverse effect on the interest of any Creditor or (B) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating Agency.  Additionally, notwithstanding the preceding sentence, the Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, may, without the consent of any Creditor Representatives or Creditors, enter into an amendment or amendments to this Agreement (including Appendix A) to add, modify or eliminate such provisions as may be necessary or advisable to avoid the imposition of State or local income or franchise taxes imposed on the Trust’s property or its income if (x) the Trust or the Administrator deliver to the Master Collateral Agent and each Creditor Representative an Officer’s Certificate to the effect that the proposed action meets the requirements set forth in this Section 10.1(b) and (y) the proposed action does not adversely affect the rights, duties, obligations, immunities or indemnities of the Master Collateral Agent.

(c)          The Trust (or the Administrator on behalf of the Trust) shall notify the Rating Agencies (if any Credit Extensions are then rated by a Rating Agency) as to any amendment pursuant to this Section 10.1.

SECTION 10.2          Amendments With Consent of Creditors.

(a)          If Section 10.1 is not applicable, the Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, with the consent of the Majority Creditor Representatives of each Group adversely affected thereby, may, with prior written notice to the Rating Agencies (if any Credit Extensions of an affected Group are then rated by a Rating Agency), enter into an amendment or amendments to this Agreement (including Appendix A) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement (including Appendix A) or of modifying in any manner the rights of the Creditors or the Creditor Representatives under this Agreement (including Appendix A).

(b)          No amendment to this Agreement, without the consent of each Creditor Representative representing each Series in each Group adversely affected by the amendment, will:

(A)          modify the percentage of the amount of Credit Exposure required for any action;

(B)          modify or alter the definition of “Outstanding” or “Credit Exposure;”

(C)          permit the creation of any Lien ranking prior or equal to the Lien of this Agreement on the Collateral, other than Permitted Liens, or, except as permitted by this Agreement, the other Transaction Documents and each other Series Related Documents, release the Lien of this Agreement on the Collateral;

(D)          impair the right to institute suit for the enforcement of payment as provided in Section 6.1(e);

(E)          modify (i) the definition of “Event of Default” or “Eligible Receivable” or (ii) any other definition in this Agreement that is defined by reference to the applicable Trust Financing Agreement; or

(F)          result (solely by virtue of such amendment) in a reduction of the Series Allocation Percentage for any Series of the related Group.

(c)          The Master Collateral Agent shall be entitled to conclusively rely on and shall incur no liability in connection with any Act of a Creditor Representative given pursuant to the terms of this Section 10.2.  The manner of obtaining such consents (and any other consents of Creditor Representatives provided for in this Agreement, the Transaction Documents or in any other Series Related Document) and of evidencing the authorization of the execution thereof by Creditor Representatives shall be subject to such reasonable requirements as the Master Collateral Agent may provide.

(d)          Promptly after the execution by the Trust and the Master Collateral Agent of any amendment pursuant to this Section 10.2, the Administrator shall, at the expense of the Trust, mail to the Creditor Representatives to which such amendment relates a notice setting forth in general terms the substance of such amendment.  Any failure of the Administrator to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

(e)          In the event that the Trust Financing Agreement for a Series enables a portion of the Creditors of that Series, or any Class of that Series, to exercise consent rights for such Series, the consent (or lack thereof) of such portion of the Creditors shall be deemed to be the consent (or lack thereof) of all Creditors of such Series including for purposes of Section 10.2(b).

(f)          The Trust Financing Agreement for any Series may have additional requirements or criteria to amend, modify or waive any provision of this Agreement (including Appendix A) and no amendment, modification or waiver of any provision of this Agreement shall occur unless each of the additional criteria, if any, has been satisfied.

SECTION 10.3          Execution of Amendments.  Before executing any amendment to this Agreement, or any other Transaction Document or Series Related Documents to which the

Master Collateral Agent is a party, the Master Collateral Agent shall be entitled to receive and conclusively rely upon, in addition to the documents required by Section 11.1, an Opinion of Counsel stating that the execution of the amendment is authorized and permitted by this Agreement, the Transaction Documents and the Series Related Documents, and all conditions precedent thereto have been satisfied.  The Master Collateral Agent may, but shall not be obligated to, enter into any such amendment that affects the Master Collateral Agent’s (or, to the extent they remain the same entity, the Paying Agent’s) own rights, duties, obligations, immunities or indemnities under this Agreement, the Transaction Documents or the Series Related Documents.  The consent of the Owner Trustee will be required for any amendment under Sections 10.1(b) or 10.2 that has a material adverse effect on the rights, duties, obligations, immunities or indemnities of the Owner Trustee, which consent will not be unreasonably withheld.

SECTION 10.4          Effect of Amendment.  Upon the execution of any amendment pursuant to the provisions hereof, this Agreement shall be and be deemed to be modified and amended in accordance therewith, and such amendment shall form a part of the terms and conditions of this Agreement for any and all purposes and every Creditor, theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 10.5          Creditor Consent to Amendments to Transaction Documents.  For any amendment to this Agreement requiring the consent of any Creditors or the Creditors of any Group, the Master Collateral Agent will, when directed by Trust Order, notify the related Creditor Representatives to request consent and follow its reasonable procedures to obtain consent.  It shall not be necessary for the consent of any related Creditor (acting through its Creditor Representatives) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  For the avoidance of doubt, any Creditor (acting through its Creditor Representative) consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Creditor and any Creditor Representative consenting to any amendment shall be deemed to agree that such amendment does not have a material adverse effect on such Creditor Representative or its Creditors.

SECTION 11.1          Compliance Certificates and Opinions, etc.

(a)          Upon any written application or request by the Trust to the Master Collateral Agent to take any action under this Agreement, the Master Collateral Agent shall be entitled to receive an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement, the Transaction Documents and any Series Related Document relating to the proposed action have been complied with. Every certificate with respect to compliance with a condition or covenant provided for in this Agreement shall include:

(i)          a statement that each signatory of such certificate has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)          a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;

(iii)          a statement that, in the opinion of each such signatory, such signatory has made (or has caused to be made) such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)          a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

SECTION 11.2          Form of Documents Delivered to the Master Collateral Agent.

(a)          In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(b)          Any certificate or opinion of a Responsible Person of the Trust may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to the matters upon which his certificate or opinion is based is/are erroneous.  Any certificate of a Responsible Person or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Depositor and/or the Trust, stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor and/or the Trust, as applicable, unless such Responsible Person or the applicable counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters is/are erroneous.  Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel’s opinion.

(c)          Where any Person is required or permitted to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

(d)          Whenever in this Agreement, in connection with any application, certificate or report to the Master Collateral Agent, it is provided that the Trust shall deliver any document as a condition of the granting of such application, or as evidence of the Trust’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Trust to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Master Collateral Agent’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VII.

SECTION 11.3          Acts of Creditors.

(a)          Pursuant to each Trust Financing Agreement, every Creditor of a Series shall appoint the Creditor Representative of such Series to act on its behalf hereunder.  All votes, directions, consents or exercise of any other rights of a Creditor hereunder shall be given or taken solely by and through the Creditor Representative for such Series on its behalf and no Creditor shall have the right to instruct the Master Collateral Agent directly, other than with respect to an Asset Representations Review under Article XII or dispute resolution proceedings under Section 11.2 of the Transfer and Servicing Agreement. The Master Collateral Agent shall be entitled to rely in good faith upon the written instruction of the Creditor Representatives (or their duly appointed agents) duly delivered hereunder as conclusive evidence  in connection with any request, demand, authorization, direction, notice, vote, consent, waiver or other exercise of any right of the Creditors hereunder, and shall have no duty or obligation to investigate or confirm that the Creditor Representative has obtained the requisite number or percentage of consents, votes, authorizations or directions of its respective Creditors needed in order to direct such action or inaction.  Any request, demand, authorization, direction, notice, vote, consent, waiver or other action provided by this Agreement to be given or taken by Creditor Representatives or Creditors may be embodied in and evidenced by one or more instrument(s) of substantially similar tenor signed by such Creditor Representatives representing such Creditors in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument(s) are delivered to the Master Collateral Agent, and, where it is hereby expressly required, to the Trust.  Such instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Creditor Representatives or of the Creditors represented by the Creditor Representatives signing such instrument(s).  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.1) conclusive in favor of the Master Collateral Agent and the Trust, if made in the manner provided in this Section 11.3.  At any time the Notes of any Class are maintained as Book-Entry Notes, any reference in this Agreement to an Act of Creditors or of Creditor Representatives representing Creditors that include a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Amount of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding Principal Amount of the Notes or Class, as the case may be.

(b)          The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by Law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Master Collateral Agent deems sufficient.

(c)          Each Creditor, by making Credit Extensions pursuant to the Trust Financing Agreements, and each Creditor Representative irrevocably appoints the Master Collateral Agent hereunder as the special attorney-in-fact for such Creditor or Creditor Representative vested with full power on behalf of such Creditor or Creditor Representative to effect and enforce the rights of

such Creditor Representative or Creditor in the Collateral pursuant hereto for the benefit of such Creditor or Creditor Representative; provided that nothing contained in this Section 11.3 shall be deemed to confer upon the Master Collateral Agent any duty or power to vote on behalf of the Creditors or the Creditor Representatives with respect to any matter on which the Creditors or the Creditor Representatives have a right to vote pursuant to the terms of this Agreement.

SECTION 11.4          Notices, etc., to the Master Collateral Agent, the Trust and Rating Agencies.

(a)          Any request, demand, authorization, direction, notice, consent, waiver or Act of Creditor Representatives, or other documents provided or permitted by this Agreement, shall be in writing and will be considered received by the recipient:

(b)          Notices, if any, required to be given to the Rating Agencies (if any) by the Trust, the Master Collateral Agent or the Owner Trustee shall be sufficient for purposes of this Agreement, the Transaction Documents and the other Series Related Documents if sent to such mailing addresses or such email addresses as may be provided by the Rating Agencies (if any), unless otherwise set forth for any Trust Financing in the related Trust Financing Agreement.

SECTION 11.5          Notices to Creditors; Waiver.

(a)          Where this Agreement provides for notice to Creditors of any event or the mailing of any report to Creditors, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid or certified mail return receipt requested, or sent by private courier or confirmed telecopy to each Creditor affected by such event or to whom such report is required to be mailed, at its address as it appears on the list of Creditors delivered to the Master Collateral Agent pursuant to this Agreement, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of such report.  In any case where notice or report to Creditors is given by mail, neither the failure to mail such notice or report nor any defect in any notice or report so mailed to any particular Creditor shall affect the sufficiency of such notice or report with respect to other Creditors, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

(b)          Where this Agreement provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Creditors shall be filed with the Master Collateral Agent but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

(c)          In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to mail or send notice to Creditors, in accordance with this Section 11.5, of any event or any report to Creditors when such notice or report is required to be delivered pursuant to any provision of this Agreement, then such notification or delivery as shall be made with the approval of the Master Collateral Agent shall constitute a sufficient notification for every purpose hereunder.

(d)          Where this Agreement provides for notice to the Rating Agencies (if any), failure to give such notice shall not affect any other rights or obligations created hereunder and shall not under any circumstance constitute an Event of Default.

(e)          Whenever a notice or other communication to any Noteholder is required under this Agreement, unless and until Definitive Notes have been issued to the related Note Owners, the Administrator or its agent shall give all such notices and communications to the Clearing Agency.

(f)          Where this Agreement provides for notice in any manner to Creditor Representatives, then with respect to any agent for any group of Creditors party to the related Trust Financing, the notice need be delivered only to the Creditor Representative for all of such Creditors.

SECTION 11.6          Successors and Assigns.  All covenants and agreements in this Agreement by the Trust shall bind its successors and assigns, whether so expressed or not.  All agreements of the Master Collateral Agent in this Agreement shall bind its successors, co-agents and agents of the Master Collateral Agent, whether so expressed or not.

SECTION 11.7          Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or of the Transaction Documents or the Series Related Documents, as applicable, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 11.8          Benefits of this Agreement.  Nothing in this Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Owner Trustee, the Creditor Parties, any other party secured hereunder and any other Person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Agreement.  Notwithstanding the foregoing or anything else to the contrary in this Agreement, each of the Depositor and the Servicer is hereby authorized to make any filings, reports, notices, applications and registrations with, and seek consents and authorizations from, the Commission and any State securities authority on behalf of the Trust as

may be necessary or advisable to comply with any Federal or State securities laws or reporting requirements.

SECTION 11.9          Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)          THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE MASTER COLLATERAL AGENT OR ANY PURCHASER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).

(b)          EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR IN THE FUTURE HAVE TO THE VENUE OF A PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT THE PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM.  THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(c)          EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING, ACTION OR COUNTERCLAIM INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER SERIES RELATED DOCUMENT.

SECTION 11.10          Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.  Executed counterparts may be delivered electronically.

SECTION 11.11          The Trust Obligation.  No recourse may be taken, directly or indirectly, with respect to the obligations of the Trust under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (i) the Master Collateral Agent

in its individual capacity or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Trust or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Master Collateral Agent in its individual capacity or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Trust, the Owner Trustee or the Master Collateral Agent or of any successor or assign of the Master Collateral Agent in its individual capacity or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Master Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable Law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

SECTION 11.12          Agents of the Trust.  The Master Collateral Agent hereby acknowledges that it has been advised that any agent of the Trust may act on behalf of the Trust hereunder for purposes of all consents, amendments, waivers and other actions permitted or required to be taken, delivered or performed by the Trust, and the Master Collateral Agent agrees that any such action taken by an agent on behalf of the Trust shall satisfy the Trust’s obligations hereunder.

SECTION 11.13          Subordination.  The Trust and each Creditor by making its Credit Extension acknowledge and agree that such Credit Extension is indebtedness of the Trust and does not represent an interest in any assets (other than the Trust estate) of Depositor (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the Trust estate and proceeds thereof).  In furtherance of and not in derogation of the foregoing, to the extent Depositor enters into other financial transactions, the Trust as well as each Creditor by making its Credit Extension acknowledge and agree that it shall have no right, title or interest in or to any Other Assets.  To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this subsection, the Trust or any Creditor either (i) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through Depositor or any other Person owned by Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through Depositor or any other Person owned by Depositor, then the Trust and each Creditor by making a Credit Extension further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable Law, including insolvency laws, and whether asserted against Depositor or any other Person owned by Depositor), including, the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  Each Creditor further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.13 and the terms of this Section 11.13 may be enforced by an action for specific performance.

SECTION 11.14          Title to Trust Property.  In the event that applicable Law in any jurisdiction requires title to any part of the Collateral to be vested in the Owner Trustee, the Owner Trustee (solely in its capacity as Owner Trustee) by its signature hereto on behalf of the Trust, shall be deemed to Grant, and the Owner Trustee (solely in its capacity as Owner Trustee) by its signature hereto on behalf of the Trust, hereby Grants, to the Master Collateral Agent a security interest in all of the Owner Trustee’s right, title and interest in, to and under the Collateral.  In the event that applicable Law in any jurisdiction requires title to any part of the Collateral to be vested in any trustee (“Other Trustee”) other than the Owner Trustee, the Trust shall cause such Other Trustee to Grant to the Master Collateral Agent a security interest in such Other Trustee’s right, title and interest in, to and under the Collateral.

SECTION 11.15          Compliance with Applicable Anti-Terrorism and Anti‑Money Laundering Regulations.  In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law,” for example section 326 of the USA PATRIOT Act (Title III of Pub. L. 107-56)), the Master Collateral Agent and the Paying Agent is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Master Collateral Agent.  Accordingly, each of the parties hereto agree to provide to the Master Collateral Agent, upon its reasonable request from time to time such identifying information and documentation as may be available for such party in order to enable the Master Collateral Agent to comply with Applicable Law.

SECTION 11.16          Limitation of Liability.  In the performance of its obligations hereunder, the Master Collateral Agent acts solely in its capacity as Master Collateral Agent and not in its individual capacity.  The Master Collateral Agent has no duties, obligations or liabilities other than those expressly set forth in this Agreement, nor any fiduciary relationship with any Creditor Party, the Trust or the Servicer.

SECTION 11.17          Intent of the Parties; Reasonableness.  The Trust and the Master Collateral Agent acknowledge and agree that the purpose of Section 7.11 of this Agreement is to facilitate compliance by the Trust and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.  Neither the Trust nor the Administrator (acting on behalf of the Trust) shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Master Collateral Agent acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Trust (or the Administrator, acting on behalf of the Trust) in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with this transaction, the Master Collateral Agent shall cooperate fully with the Trust (or the Administrator, acting on behalf of the Trust) to deliver to the Trust (or the Administrator, acting on behalf of the Trust), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Trust (or the Administrator, acting on behalf of the Trust) to permit the Trust to comply with the provisions of Regulation AB, together

with such disclosures relating to the Master Collateral Agent reasonably believed by the Trust (or the Administrator, acting in good faith on behalf of the Trust) to be necessary in order to effect such compliance.  The Trust (or the Administrator, acting on behalf of the Trust) shall cooperate with the Master Collateral Agent by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Trust to comply with Regulation AB.

SECTION 11.18          Electronic Signatures.  Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.  The Master Collateral Agent and the Paying Agent shall be fully justified, indemnified and protected in relying and acting upon any electronic signature believed by the Master Collateral Agent or the Payment Agent, as applicable, to have been signed by the Trust, the Administrator, the Servicer or another such Person as is required to deliver such document, as applicable, and shall not otherwise have any duty or obligation to verify such electronic signature independently.

SECTION 12.1          Public Noteholder and Note Owner Requests for Vote on Asset Representations Review.  If the Master Collateral Agent receives a notice from the Servicer that the Servicer will be providing notice to the Administrator, the Master Collateral Agent, each Creditor Representative for each Series of Publicly Registered Notes of the related Group, and each Public Noteholder of the related Group (and to each applicable Clearing Agency for distribution to Note Owners of Publicly Registered Notes of such Group in accordance with the rules of such Clearing Agency) pursuant to Section 11.1(a) of the Transfer and Servicing Agreement regarding the occurrence of a Group Delinquency Trigger, then the Master Collateral Agent shall promptly inform the Servicer and the Administrator regarding the method by which Public Noteholders of the related Group (including Note Owners of Publicly Registered Notes of such Group) may contact the Master Collateral Agent in order to request a formal vote on whether to cause the related Group 60-Day Delinquent Receivables to be reviewed by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.  The Master Collateral Agent shall promptly notify the Servicer, the Depositor, each Creditor Representative for each Series of Publicly Registered Notes of the related Group and the Administrator upon the receipt of any request for a vote.  The Master Collateral Agent will provide the Administrator with the most recent Record Date for purposes of determining the identity of Public Noteholders of the related Group or Note Owners of Publicly Registered Notes of such Group, as applicable, entitled to vote as of the date of filing of the Form 10-D that disclosed that the Group Delinquency Trigger was met or exceeded.  Public Noteholders of the related Group and Note Owners of such Group may request a vote not later than ninety (90) days after the date on which the Form 10-D describing the occurrence of such Group Delinquency Trigger shall have been filed by the Administrator, on behalf of the Trust, pursuant to the terms of Section 2.9(a)(i) of the Administration Agreement; provided that, if the requesting party is a Note Owner of Publicly Registered Notes of the related Group and not a Public Noteholder of such Group, the Note Owner must include with its request a written certification (in a form reasonably acceptable to the Master

Collateral Agent) that the requesting party is a Note Owner, together with one of the following additional forms of documentation of the requesting party’s status as a Note Owner: (A) a trade confirmation; (B) an account statement; (C) a letter from a broker-dealer that is reasonably acceptable to the Master Collateral Agent; or (D) any other form of documentation that is reasonably acceptable to the Master Collateral Agent (any such Note Owner who provides the required certification and documentation, a “Verified Note Owner”).  The Master Collateral Agent shall promptly notify the Servicer, the Depositor, each Creditor Representative for each Series of Publicly Registered Notes of the related Group and the Administrator if Public Noteholders of the related Group and Verified Note Owners of the related Group representing at least 5% of the aggregate Outstanding Principal Amount of all Publicly Registered Notes of such Group (such requesting Public Noteholders and Verified Note Owners, collectively, the “Requesting Noteholders”) properly and timely request a vote to cause the Group 60-Day Delinquent Receivables to be reviewed by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.  For the avoidance of doubt, the Master Collateral Agent shall not be required to (i) determine whether, or give notice to Public Noteholders of a Group that, a Group Delinquency Trigger has occurred or (ii) to provide any instruction regarding any Asset Representations Review (other than to provide a Review Notice) or to determine which Receivables are subject to any particular Asset Representations Review.

SECTION 12.2          Public Noteholder and Note Owner Vote on Asset Representations Review.  Beginning promptly after receipt from the Administrator of a copy of a notice sent to Public Noteholders of the related Group and Note Owners of Publicly Registered Notes of such Group pursuant to Section 2.9(a)(ii) of the Administration Agreement, the Master Collateral Agent shall cause the initiation of such a review to be submitted to a yes or no vote of the Public Noteholders of the related Group (with respect to Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date.  Any Public Noteholder or Verified Note Owner vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review shall be conducted by the Master Collateral Agent in accordance with its standard internal vote solicitation process.  The Master Collateral Agent may select a vote agent that is experienced in the administration of noteholder votes and/or consent solicitations to conduct and administer any Public Noteholder or Verified Note Owner vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review and, so long as the Master Collateral Agent selects such vote agent with due care, the Master Collateral Agent will not be liable for any actions or inactions of such vote agent. If, by no earlier than the deadline specified by the Administrator pursuant to Section 2.9(a)(ii) of the Administration Agreement, votes in favor of an Asset Representations Review have been cast by Public Noteholders of a Group representing at least a majority of the Note Balance of all Publicly Registered Notes of such Group then Outstanding held by voting Public Noteholders of that Group (and those affirmative votes represent votes by Public Noteholders of such Group holding at least 5% of the aggregate Outstanding Principal Amount of all Publicly Registered Notes of such Group, the Master Collateral Agent will promptly notify the Asset Representations Reviewer, each Creditor Representative for each Series of Publicly Registered Notes of the related Group, the Administrator and the Servicer that the requisite Public Noteholders of the related Group have directed the Asset Representations Reviewer to perform a review of the Group 60-Day Delinquent Receivables for the purpose of determining whether such Group 60-Day Delinquent Receivables were in compliance with the Group Eligibility Representation made by the applicable Originator

pursuant to Section 3.3 of the Originator Receivables Transfer Agreement  or by the Servicer pursuant to Section 3.3 of any Additional Transferor Receivables Transfer Agreement or Section 2.7 of the Transfer and Servicing Agreement.

SECTION 12.3          Evaluation of Review Report.  If Public Noteholders of a Group evidencing not less than a majority of the Note Balance of all Publicly Registered Notes of such Group then Outstanding, acting together as a single class, notify the Master Collateral Agent in writing that they consider any non-compliance of any representation to be a breach of the applicable Receivables Transfer Agreement or the Transfer and Servicing Agreement, or request in writing that any Receivable designated to the related Group be reacquired or acquired, as applicable (including, for the avoidance of doubt, as described in Section 11.2 of the Transfer and Servicing Agreement), the Master Collateral Agent will forward, as soon as practicable and within five (5) Business Days, that written notice to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Date).  In addition, the Master Collateral Agent, on behalf of the Requesting Party may, but is not obligated to, request the reacquisition or acquisition, as applicable, of a Group 60-Day Delinquent Receivable on behalf of all Public Noteholders of the related Group.  Subject to the provisions for indemnification and certain limitations contained in this Agreement, the Master Collateral Agent (acting at the direction of the Majority Creditor Representatives representing each Series of Publicly Registered Notes of the related Group) shall, in the time, method and place directed by such Majority Creditor Representatives, exercise any trust or power conferred on the Master Collateral Agent, including the ability to assert to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Date), on behalf of all Public Noteholders of such Group, whether any such non-compliance may be a breach and to request the reacquisition or acquisition, as applicable, of the related Group 60-Day Delinquent Receivable.  The Master Collateral Agent shall have no duty or obligation to determine whether any noncompliance with representations or warranties constitute a breach under the Transaction Documents or any Series Related Documents or to make any determination as to the materiality of any breach.

          The related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Date) will have the sole ability to determine if there was non-compliance with the applicable Group Eligibility Representation made by it that constitutes a breach, and whether to reacquire or acquire, as applicable, the related Group 60-Day Delinquent Receivable from the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Reference is made to (i) the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021 (the “Master Collateral Agency Agreement”), among Verizon Master Trust (the “Trust”), U.S. Bank National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as Servicer and each Creditor Representative from time to time party thereto (the “Master Collateral Agency Agreement”), and (ii) [describe Trust Financing Agreement] (the “Designated Trust Financing”), under which the undersigned is the [describe Creditor Representative capacity] (the “Designated Creditor Representative”).  Capitalized terms not otherwise defined herein are used herein as defined in Appendix A to the Master Collateral Agency Agreement, and the interpretive rules set forth in the Usage section of Appendix A to the Master Collateral Agency Agreement apply to this Joinder.

Pursuant to Section 3.1 of the Master Collateral Agency Agreement, the Trust has designated the Designated Trust Financing as a Trust Financing under the Master Collateral Agency Agreement.  Accordingly, the Designated Creditor Representative hereby assumes effective as of [insert effective date] the rights and benefits of a Creditor Representative under the Master Collateral Agency Agreement, the Transaction Documents and the other Series Related Documents with respect to the Designated Trust Financing. With effect on and after [insert effective date], the Designated Creditor Representative shall be a party to the Master Collateral Agency Agreement and have all of the rights of a Creditor Representative under the Master Collateral Agency Agreement.

Under Section 3.3 of the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021 (the “Master Collateral Agreement”), among Verizon Master Trust (the “Trust”), U.S. Bank National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as Servicer and each Creditor Representative from time to time party thereto (the “Master Collateral Agency Agreement”), we notify the Master Collateral Agent, the Depositor and the Trust that on [____], 20[__], [___], 20[_] and [___], 20[_] (each, a “Re-Designation Date”), (x) under the Master Collateral Agreement, the Administrator designated to Group [_] the Receivables listed on the related Schedule of Receivables; and (y) (I) the Group to which such Receivables were re-designated and the Group from which such Re-Designated Receivable were removed, (II) the Group Pool Balance for the Group to which such Receivables were re-designated, (III) the Required Pool Balance for the Group to which such Receivables were re-designated and (IV) the Excess Concentration Amount and Ineligible Amount, in each case, for each Series of the Group to which such Receivables were re-designated, in each case, for which Credit Extensions are Outstanding as of the related Re-Designation Date, and in each case, after giving effect to the re-designation of Receivables to the related Group on such Re-Designation Date and calculated as of the related Measurement Date, are as follows:

Capitalized terms used but not defined herein will have the meanings provided in Appendix A of the Master Collateral Agreement.

Under Section 3.2 of the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021 (the “Master Collateral Agreement”), among Verizon Master Trust (the “Trust”), U.S. Bank National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless (“Cellco”), as Servicer and each Creditor Representative from time to time party thereto (the “Master Collateral Agency Agreement”), we notify the Master Collateral Agent that on the date hereof (the “Group Creation Date”), the Trust hereby creates a Group to be designated as “Group [_]” and that on and after the Group Creation Date, Receivables and other related Collateral may be designated to Group [_] in accordance with the Master Collateral Agreement. Group [_] will have the terms set forth below.

The Available Subordinated Percentage for Group [_] will be [_]%, which percentage may be increased or decreased by the Administrator on any Payment Date with written notice to the Master Collateral Agent.

Each of the following will constitute an “Event of Default” for Group [_]:

The Group Receivables for Group [_] will be the pool of Receivables designated to Group [_] in accordance with the Master Collateral Agreement.

The Group Assets for Group [_] will be (a) the Trust Property relating to the Group [_] Receivables in accordance with Section 3.2 of the Master Collateral Agreement, (b) all present and future claims, demands, causes of action and choses in action relating to the Trust Property

relating to the Group [_] Receivables and (c) all payments on or under and all proceeds of the Trust Property relating to the Group [_] Receivables.

The Group Pool Balance for Group [_] will be the Pool Balance of the Group [_] Receivables.

A Group Series for Group [_] will be any Series related to Group [_].

The Initial Cutoff Date for Group [_] will be the end of the calendar day on [___], 20[_].

Each of the Events of Default specified in clauses [_] - [_] of the definition thereof.

Each of the Events of Default specified in clauses [_] - [_] of the definition thereof.

Capitalized terms used but not defined herein will have the meanings provided in Appendix A of the Master Collateral Agreement.

 “Servicemembers Civil Relief Act” means the Servicemembers Civil Relief Act of 2003, as amended.