Exhibit 10.2


 


EXECUTION VERSION


 


	 
	INDENTURE
	 
	by and between
	 
	HORIZON FUNDING TRUST 2019-1,
	as the Issuer,
	 
	and
	 
	U.S. BANK NATIONAL ASSOCIATION,
	as the Trustee
	 
	Dated as of August 13, 2019
	 


  


Horizon Funding Trust 2019-1


Notes


 




     


     


    

 


Table
of Contents


 


Page


 


ARTICLE
I


 


No
table of contents entries found.


 


EXHIBITS


	Exhibit A	—	Form of Note
	Exhibit B	—	List of Loans
	Exhibit C	—	Form of Wiring Instructions
	Exhibit D-1	—	Form of Transferee Letter Non-Rule 144A
	Exhibit D-2	—	Form of Rule 144A Certification
	Exhibit E	—	Form of Transfer Certificate for Rule 144A Global Note to Regulation S Global Note during Distribution Compliance Period
	Exhibit F	—	Form of Transfer Certificate for Rule 144A Global Note to Regulation S Global Note after Distribution Compliance Period
	Exhibit G	—	Form of Transfer Certificate for Regulation S Global Note to Rule 144A Global Note during Distribution Compliance Period
	Exhibit H	—	Form of Transfer Certificate for Regulation S Global Note during Distribution Compliance Period


 




    -i-


     


    

 


INDENTURE


 


THIS INDENTURE,
dated as of August 13, 2019 (as amended, modified, restated, supplemented or waived from time to time, this “Indenture”),
is by and between HORIZON FUNDING TRUST 2019-1, a Delaware statutory trust, as the issuer (together with its successors and assigns,
in such capacity, the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S.
Bank”) not in its individual capacity, but solely in its capacity as the trustee (together with its successors and assigns,
in such capacity, the “Trustee”).


 


Each party hereto agrees
as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s Notes.


 


GRANTING CLAUSE


 


The Issuer hereby Grants
to the Trustee, on behalf of and for the benefit of the Holders of the Notes, without recourse, subject to the terms of this Indenture
and the other Transaction Documents and subject to any Permitted Liens with respect thereto, a continuing security interest in
and lien on all of its right, title and interest in and to all accounts, cash and currency, chattel paper, copyrights, copyright
licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment
property, letter of credit rights, software, supporting obligations, accessions, and other property consisting of, arising out
of, or related to (i) the Loans and all Related Property included or to be included from time to time in the Loan Assets, whether
now existing or hereafter arising or acquired; (ii) Collections on the Loans received after the related Cutoff Date; (iii) the
security interests in Related Property securing the Loans; (iv) the Loan Files and any other loan contract files relating to the
Loans; (v) an assignment of all rights and remedies with respect to the Loans (including any warrants issued or that may be issued
in favor of the Issuer with respect to such Loans) and any Proceeds from liquidating the Loans; (vi) an assignment of the Trust
Depositor’s rights against Obligors under agreements between the Seller and the Obligors under the Loans; (vii) the Collection
Account, the Reserve Account, the Investment Account, the Lockbox Account and the Distribution Account, all amounts deposited therein
or credited thereto, the Permitted Investments purchased with funds therefrom or deposited therein and all income from the investment
of the funds therein; (viii) other rights under the Transaction Documents; (ix) all proceeds from the items described above; and
(x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and
all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including
all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards,
rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the foregoing; provided that all right, title
and interest of the Issuer in and to each Excluded Amount, the Certificate Account and any and all proceeds of any Excluded Amount
or the Certificate Account (collectively, the “Excluded Property”) shall be excluded from the foregoing Grant
by the Issuer (collectively, the “Indenture Collateral”).


 


The foregoing Grant
is made in trust to secure (x) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes
and all other sums owing by the Issuer hereunder or under any other Transaction Document, and (y) to secure compliance with the
covenants and agreement in this Indenture and the other Transaction Documents.


 




     


     


    

 


The Trustee, on behalf
of the Noteholders (1) acknowledges such Grant, and (2) accepts the trusts under this Indenture in accordance with this Indenture
and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders
may be adequately and effectively protected.


 


ARTICLE
I

DEFINITIONS


 


Section
1.01        Definitions.


 


Certain defined terms
used throughout this Indenture are defined above or in this Section 1.01. In addition, except as otherwise expressly provided
herein or unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the meanings
given to such terms in the Sale and Servicing Agreement (as defined below), which are incorporated by reference herein.


 


“Applicable
Procedures” has the meaning provided in Section 4.02(l)(i).


 


“Authorized
Newspaper” means a newspaper of general circulation in the Borough of Manhattan, The City of New York, printed in the
English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays.


 


“Beneficial
Owner” means, with respect to a Global Note, the Person who is the beneficial owner of such Note, as reflected on the
books of DTC or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant, in
accordance with the rules of such Depository), as the case may be.


 


“Certificate
Registrar” means initially, the Trustee, and thereafter, any successor appointed pursuant to the Trust Agreement.


 


“Clearstream”
means Clearstream Banking, a société anonyme, a limited liability company organized under the laws of Luxembourg.


 


“Confidential
Information” means any and all information concerning any Disclosing Party disclosed by, or at the request or on behalf
of, any Disclosing Party to any Receiving Party or its representatives pursuant to this Indenture, excluding, however, any information
that at the time of disclosure: (a) was generally available to the public, other than as a result of a disclosure by any Receiving
Party or its representatives in violation of this Indenture; (b) was available to any Receiving Party on a non-confidential basis
from a source other than the Disclosing Party or its representatives; (c) was already known to the Receiving Party and not subject
to restrictions on use or disclosure; or (d) was independently developed by or on behalf of the Receiving Party (other than at
the request of or for the benefit of the Disclosing Party) by individuals who did not directly or indirectly receive Confidential
Information.


 




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“Corporate
Trust Office” means in the case of the Trustee: with respect to Note transfers and presentment of Notes for final payment,
at U.S. Bank National Association, 111 East Fillmore Avenue, EP-MN-WS2N, St. Paul, Minnesota 55107, Attention: Bondholder Services
- Horizon 2019-1, and for all other purposes, to the Trustee at U.S. Bank National Association, Global Corporate Trust Services,
190 S. LaSalle Street, 7th Floor, Chicago, IL 60603, Attention: Horizon Funding Trust 2019-1, Tel: 312-332-7464, Fax:
312-332-6573, Email: melissa.rosal@usbank.com and eric.ott@usbank.com or at such other address as the Trustee may designate from
time to time by notice to the Issuer, or the principal corporate trust officer of any successor Trustee at the address designated
by such successor by notice to the Issuer.


 


“Default”
means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.


 


“Direct Participant”
means any broker-dealer, bank or other financial institution for whom the nominee of DTC holds an interest in any Note.


 


“Disclosing
Party” means each of the Issuer, the Trust Depositor, the Servicer and the Seller and “Disclosing Parties”
means collectively all such parties.


 


“Distribution
Compliance Period” means the 40 day period prescribed by Regulation S commencing on the later of (a) the date upon which
Notes are first offered to Persons other than the Initial Purchaser and any other distributor (as such term is defined in Regulation
S) of the Notes and (b) the Closing Date.


 


“DTC”
or the “Depository” means The Depository Trust Company, and its successors.


 


“DTC Custodian”
means the Trustee as a custodian for DTC.


 


“DTC Participant”
means a Person for whom, from time to time, DTC effects book-entry transfers and pledges of securities deposited with DTC.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor legislation thereto and
the regulations promulgated and the rulings issued thereunder.


 


“Euroclear”
means the Euroclear System, operated by Morgan Guaranty Trust Company of New York, Brussels office.


 


“Excluded
Property” has the meaning provided in the Granting Clause.


 


“Event of
Default” has the meaning provided in Section 5.01.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version) and any current
or future regulations or official interpretations thereof.


 


“Global Note”
means any Note registered in the name of DTC or its nominee, beneficial interests in which are reflected on the books of DTC or
on the books of a Person maintaining any account with such Depository (directly or as an indirect participant in accordance with
the rules of such Depository). The definition of “Global Note” shall include the Rule 144A Global Notes and the Regulation
S Global Notes.


 




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“Grant”
means to mortgage, pledge, sell, bargain, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien
upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant
of Indenture Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations)
of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect of such collateral or other agreement or instrument and all other moneys payable
thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and
options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the
granting party is or may be entitled to do or receive thereunder or with respect thereto.


 


“Indenture
Collateral” has the meaning provided in the Granting Clause.


 


“Indirect
Participant” means any financial institution for whom any Direct Participant holds an interest in any Note.


 


“Initial Purchaser”
means KeyBanc Capital Markets Inc.


 


“Issuer Documents”
has the meaning provided in Section 3.25(a).


 


“Issuer Order”
means a written order or request signed in the name of the Issuer by any one of its Responsible Officers or by the Servicer or
the Administrator on behalf of the Issuer and delivered to the Trustee. An Issuer Order or request provided in an email by a Responsible
Officer of the Issuer or the Administrator on behalf of the Issuer shall constitute an Issuer Order in each case except to the
extent the Trustee requests otherwise.


 


“Legal Final
Payment Date” means, with respect to the Notes, September 15, 2027.


 


“Letter of
Representations” means the Letter of Representations, dated as of August 7, 2019 by the Issuer.


 


“Minimum Denomination”
of any Note shall mean, (x) in respect of Notes purchased by the Initial Purchaser and subsequently retransferred to the first
transferee thereof (provided that such initial transferee provides to the Initial Purchaser and the Issuer a written certification
that such transferee is both a Qualified Purchaser and a Qualified Institutional Buyer), a minimum denomination of $250,000 initial
principal amount and integral multiples of $1,000 in excess thereof and (y) with respect to all subsequent transfers of Notes,
a minimum denomination of $250,000 initial principal amount and integral multiples of $1,000 in excess thereof; provided
that one Note may be in a smaller multiple in excess of the minimum denomination.


 


“Non-Permitted
Holder” has the meaning provided in Section 4.02(s)(ii).


 


“Note Register”
has the meaning provided in Section 4.02(a).


 


“Note Registrar”
has the meaning provided in Section 4.02(a).


 




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“Outstanding”
means, as of any date of determination, all Notes theretofore executed, authenticated and delivered under this Indenture except:
(i) Notes in exchange for or in lieu of which other Notes have been executed, authenticated and delivered pursuant to this Indenture
unless proof satisfactory to the Trustee is presented that any such Notes are held by a holder in due course; (ii) Notes to be
redeemed in connection with an Optional Redemption and in respect of which money in the necessary amount to pay the Redemption
Price, has been theretofore deposited with the Trustee in trust for the Noteholders; and (iii) Notes otherwise cancelled by the
Note Registrar in accordance with the express terms of this Indenture; provided that, in determining whether the Holders
of the requisite amount of any Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder
or under the Sale and Servicing Agreement, (1) Notes beneficially owned by the Issuer shall be disregarded and deemed not to be
Outstanding and (2) Notes beneficially owned by the Servicer, Seller, any Affiliate of the Seller or the Servicer or any account
managed on a discretionary basis by the Servicer or an Affiliate of the Servicer shall be disregarded and deemed not to be Outstanding
with respect to any assignment by the Servicer or termination of the Servicer under the Sale and Servicing Agreement or this Indenture
(including the exercise of any rights to remove the Servicer or approve or object to a Successor Servicer); except that,
in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that the Trustee knows to be beneficially owned in the manner indicated above shall be so disregarded;
provided that the Trustee shall be entitled to rely on a certificate of the Servicer attesting to the ownership of Notes
by the Seller, the Servicer, any of their respective Affiliates or any account managed on a discretionary basis by the Servicer
or an Affiliate of the Servicer, if any.


 


“Owner”
means each Holder of a Note.


 


“Owner Trustee”
means Wilmington Trust, National Association, not in its individual capacity but solely as owner trustee under the Trust Agreement,
and any successor Owner Trustee thereunder.


 


“Participant”
means a Person that has an account with DTC.


 


“Physical
Note” means any Note in certificated form registered in the name of a holder other than DTC or its nominee.


 


“Plan”
has the meaning provided in Section 4.02(t).


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative proceeding.


 


“Qualified
Institutional Buyer” has the meaning provided in Rule 144A under the Securities Act.


 


“Qualified
Purchaser” has the meaning provided in Section 2(a)(51) under the 1940 Act.


 


“Receiving
Party” means each Holder of a Note, the Trustee and the Owner Trustee.


 


“Regulation
S” means Regulation S under the Securities Act.


 




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“Regulation
S Global Notes” means the Notes sold in offshore transactions in reliance on Regulation S and represented by one or more
Global Notes deposited with the Trustee as custodian for DTC.


 


“Rule 144A
Certification” means a letter substantially in the form attached to this Indenture as Exhibit D-2.


 


“Rule 144A
Global Notes” means the Notes initially sold to Qualified Institutional Buyers who are Qualified Purchasers represented
by one or more Global Notes in fully registered form without interest coupons, deposited with the Trustee as custodian for DTC
and registered in the name of Cede & Co., as nominee of DTC.


 


“Sale”
has the meaning provided in Section 5.15.


 


“Sale and
Contribution Agreement” means the Sale and Contribution Agreement, dated as of the date hereof, by and between Horizon
Technology Finance Corporation, as Seller, and Horizon Funding 2019-1 LLC, as the Trust Depositor.


 


“Sale and
Servicing Agreement” means the Sale and Servicing Agreement, dated as of date hereof, by and among Horizon Funding Trust
2019-1, as the Issuer, Horizon Funding 2019-1 LLC, as the Trust Depositor, Horizon Technology Finance Corporation, as the Seller
and as the Servicer, and U.S. Bank National Association, as the Trustee, Backup Servicer, Custodian and Securities Intermediary.


 


“Securities
Legend” means a legend that reads as follows: “THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, TRANSFER
OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN SECTION 4.02 OF THE INDENTURE. BY ITS ACCEPTANCE OF THIS NOTE, THE
HOLDER OF THIS NOTE IS DEEMED TO, OR WITH RESPECT TO INVESTORS IN PHYSICAL NOTES SHALL, REPRESENT TO THE ISSUER AND THE TRUSTEE
THAT IT IS (I) IF LOCATED IN THE UNITED STATES, A “QUALIFIED INSTITUTIONAL BUYER,” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT IS A “QUALIFIED PURCHASER” AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940
(EACH SUCH PERSON, A “QUALIFIED PURCHASER”); OR (II)
a NON-U.S. PERSON AcQUIRING Interest in THIS note outside the united states in accordance with regulation s of the securities act
(“Regulation s”) THAT IS A QUALIFIED PURCHASER.


 




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NO SALE, PLEDGE OR
OTHER TRANSFER OF THIS NOTE SHALL BE MADE UNLESS SUCH SALE, PLEDGE OR OTHER TRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER,” AS DEFINED
IN RULE 144A WHO IS A QUALIFIED PURCHASER AND THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A “QUALIFIED INSTITUTIONAL
BUYER” WHO IS A QUALIFIED PURCHASER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (C)
TO A NON-U.S. PERSON ACQUIRING AN INTEREST IN THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 (AS APPLICABLE)
OF REGULATION S UNDER THE SECURITIES ACT THAT IS A QUALIFIED PURCHASER. THE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL TO BE DELIVERED
TO IT IN CONNECTION WITH ANY SALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE PURSUANT TO CLAUSES (A) OR (C) ABOVE. ALL OPINIONS OF
COUNSEL REQUIRED IN CONNECTION WITH ANY TRANSFER SHALL BE IN A FORM REASONABLY ACCEPTABLE TO THE TRUSTEE. IN CONNECTION WITH A
TRANSFER UNDER CLAUSE (C) ABOVE, THE TRUSTEE SHALL REQUIRE THAT THE PROSPECTIVE TRANSFEREE CERTIFY TO THE TRUSTEE AND THE SELLER,
IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE DESCRIBED IN THE INDENTURE.
ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTION WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR
WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR ALL PURPOSES.”


 


In addition, the Notes
will include the following:


 


“EACH INVESTOR,
WHETHER AS A PURCHASER OR A TRANSFEREE, IN THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO, OR WITH RESPECT TO INVESTORS IN
PHYSICAL NOTES, WHETHER AS A PURCHASER OR TRANSFEREE, SHALL, HAVE REPRESENTED AND WARRANTED THAT EITHER (I) IT IS NOT, AND IS NOT
DIRECTLY OR INDIRECTLY ACQUIRING THIS NOTE FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER ARRANGEMENT
SUBJECT TO PART 4, SUBTITLE B, TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS OF ANY SUCH PLANS (COLLECTIVELY, A “BENEFIT PLAN INVESTOR”) OR A PLAN OR OTHER ARRANGEMENT
SUBJECT TO ANY PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY OR SUBSTANTIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, HOLDING AND DISPOSITION
OF SUCH NOTE OR ANY INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE, OR A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THE ISSUER HAS THE
RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN THIS NOTE THAT IS NOT BOTH (A) A QUALIFIED PURCHASER
OR A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN A TRUST) EACH SHAREHOLDER, PARTNER, MEMBER
OR OTHER EQUITY OWNER OF WHICH IS A QUALIFIED PURCHASER AND (B)(1) A QUALIFIED INSTITUTIONAL BUYER OR (2) A NON-U.S. PERSON IN
AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, TO SELL ITS INTEREST IN THIS NOTE, OR MAY SELL SUCH
INTEREST ON BEHALF OF SUCH OWNER.


 




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EACH HOLDER OF THIS
NOTE (AND ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND AGREED TO TREAT SUCH NOTE AS INDEBTEDNESS FOR U.S. FEDERAL,
STATE AND LOCAL INCOME AND FRANCHISE TAX PURPOSES, EXCEPT AS OTHERWISE REQUIRED BY LAW.


 


The
failure to provide the Issuer and the Trustee (and any of their agents) with the properly completed and signed tax certifications
(generally, in the case of U.S. federal income tax, an Internal Revenue Service Form W-9 (or applicable successor form) in the
case of a person that is a “United States Person” within the meaning of section 7701(a)(30)
of the Code or the appropriate Internal Revenue Service Form W-8 (or applicable successor form) in the case of a person that is
not a “United States Person” within the meaning of section 7701(a)(30)
of the Code) may result in withholding from payments in respect of such Note, including U.S. federal withholding or back-up withholding.


 


Each
holder of this Note (and any interest herein) that is not a United States person will make, or by acquiring this Note or an interest
therein will be deemed to make, a representation to the effect that (a) it is not (i) a bank (or an entity affiliated with a bank)
extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning
of Section 881(c)(3)(A) of the Code), (ii) a controlled foreign corporation related
to the Issuer, and (iii) a holder (directly or by attribution) of at least 10 percent of an interest (including a capital or profits
interest) in the Issuer, or (b) it has provided an IRS Form W-8BEN (or applicable successor form) or an IRS Form W-8BEN-E (or applicable
successor form), as applicable, representing that it is a person that is eligible for benefits under an income tax treaty with
the united states that eliminates U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment
in the United States, or (c) it has provided an IRS Form W-8ECI (or applicable successor form) representing that all payments received
or to be received by it on the Notes are effectively connected with the conduct of a trade or business in the United States.


 


This
Note may be issued with original issue discount (“OID”) for U.S. federal income tax purposes. The issue price, amount
of OID, issue date and yield to maturity of this Note may be obtained by writing to the servicer.”


 




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In addition, each Regulation
S Global Note will include the following:


 


“THIS REGULATION
S GLOBAL NOTE IS A GLOBAL NOTE WHICH IS EXCHANGEABLE FOR INTERESTS IN OTHER GLOBAL NOTES AND DEFINITIVE NOTES SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH HEREIN AND IN THE INDENTURE (AS DEFINED HEREIN). EACH HOLDER OF THIS REGULATION S GLOBAL NOTE (OR A BENEFICIAL
OWNERSHIP INTEREST THEREIN) MUST PROVIDE A WRITTEN CERTIFICATION TO THE ISSUER THAT SUCH HOLDER (OR BENEFICIAL OWNER) IS A QUALIFIED
PURCHASER AND MAY NOT TRANSFER ITS INTEREST IN SUCH NOTE UNLESS IT REASONABLY BELIEVES THAT THE TRANSFEREE IS ALSO A QUALIFIED
PURCHASER.”


 


“Series”
means 2019-1.


 


“Similar Law”
has the meaning provided in Section 4.02(t).


 


“Super-Majority
Noteholders” means prior to the payment in full of the Notes, the Noteholders evidencing more than 66 2/3% of the aggregate
Outstanding Principal Balance of Notes.


 


“Transferee
Letter” means the letter set forth in Exhibit D-1 to this Indenture.


 


“Trust Certificate”
means a certificate evidencing ownership of the beneficial interest of a Certificateholder in the Issuer, substantially in the
form of Exhibit A attached to the Trust Agreement.


 


“Trust Company”
means Wilmington Trust, National Association (and any successor thereto or assign thereof), in its individual capacity, and any
other Person who shall act as Owner Trustee under the Trust Agreement, in its individual capacity.


 


“Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939, as amended from time to time, as in effect on
any relevant date.


 


“Trustee”
has the meaning provided in the Preamble.


 


“USA PATRIOT
Act” means the United States Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, signed into law on and effective as of October 26, 2001, which, among other things, requires that
financial institutions, a term that includes banks, broker-dealers and investment companies, establish and maintain compliance
programs to guard against money laundering activities.


 


Section
1.02        Rules of Construction.


 


Unless the context
otherwise requires:


 


(i)          a
term has the meaning given to it;


 


(ii)         an
accounting term not otherwise defined has the meaning given to it in accordance with generally accepted accounting principles;


 


(iii)        “or”
is not exclusive;


 




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(iv)        “including”
means including without limitation;


 


(v)         words
in the singular include the plural and words in the plural include the singular;


 


(vi)        any
pronouns shall be deemed to cover all genders; and


 


(vii)       any
agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended, modified, waived or supplemented and includes (in the
case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.


 


ARTICLE
II

THE NOTES


 


Section
2.01         Form.


 


The Notes, together
with the Trustee’s certificate of authentication, shall be in substantially the forms set forth as Exhibit A to this
Indenture with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as
may, consistently herewith, be determined by the appropriate Responsible Officers executing such Notes, as evidenced by their execution
of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.


 


The Notes shall be
typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved
borders), all as determined by the Responsible Officers executing such Notes, as evidenced by their execution of such Notes.


 


The terms of the Notes
set forth in Exhibit A are part of the terms of this Indenture.


 


Section
2.02         Execution, Authentication and Delivery.


 


The Notes shall be
executed on behalf of the Issuer by any of its Responsible Officers. The signature of any such Responsible Officer on the Notes
may be manual or facsimile.


 


Notes bearing the manual
or facsimile signature of individuals who were at any time Responsible Officers of the Issuer shall bind the Issuer, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or
did not hold such offices at the date of such Notes.


 


The Trustee shall upon
receipt of an Issuer Order authenticate and deliver the Notes for original issue in an aggregate amount equal to the Initial Note
Principal Balance.


 


Each Note shall be
dated the date of its authentication. The Notes shall be issued in fully registered form in minimum initial denominations equal
to the applicable Minimum Denomination and in integral multiples of $1,000 in excess thereof; provided that one Note may
be issued in a smaller multiple in excess of the minimum denomination.


 




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No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.


 


Section
2.03         Opinions of Counsel.


 


On the Closing Date,
the Trustee shall have received: (i) an Opinion of Counsel, with respect to securities law matters; (ii) an Opinion of Counsel,
with respect to the U.S. federal income tax treatment of the Issuer and the Notes; (iii) an Opinion of Counsel to the Issuer, with
respect to the due authorization, valid execution and delivery of this Indenture and with respect to its binding effect on the
Issuer; (iv) an Opinion of Counsel with respect to certain “true sale” and “non-consolidation” issues relating
to Seller and Trust Depositor; and (v) an Opinion of Counsel with respect to certain trust and limited liability matters and with
respect to certain “perfection and priority” issues.


 


ARTICLE
III

COVENANTS


 


Section
3.01         Transaction Accounts.


 


The Securities Intermediary
shall establish and maintain as required therein or herein, as applicable, the Collection Account, the Reserve Account, the Investment
Account and the Distribution Account specified in Sections 7.01, 7.02, 7.03 and 7.04 of the Sale and
Servicing Agreement. On the Closing Date the Issuer will deposit, or cause to be deposited, an initial deposit of $1,200,252.23
from proceeds of the issuance and sale of the Notes into the Reserve Account. The Issuer shall establish as required therein or
herein, as applicable, the Lockbox Account specified in Section 7.01 of the Sale and Servicing Agreement. Subject to the
Priority of Payments, the Trustee shall make all payments of principal of and interest on the Notes, subject to Section 3.03
and as provided in Section 3.05, from moneys on deposit in the Distribution Account in accordance with the instructions
of the Servicer pursuant to Section 7.06 of the Sale and Servicing Agreement.


 


Section
3.02         Maintenance of Office or Agency.


 


The Issuer will maintain
with the Trustee an office or agency where, subject to satisfaction of conditions set forth herein, Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture
may be served. The Issuer hereby initially appoints the Trustee to serve as its agent for the foregoing purposes. The Issuer will
give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency. If
at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Trustee with the address thereof
(if such office or agency is no longer maintained with the Trustee), such surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such surrenders,
notices and demands.


 




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Section
3.03        Money for Payments To Be Held in Trust; Paying Agent.


 


The Issuer hereby appoints
the Trustee to act as agent for the payment (the “Paying Agent”) of principal and interest on the Notes and
all other amounts payable pursuant to the Sale and Servicing Agreement (including without limitation the Priority of Payments)
and this Indenture. As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes that
are to be made from amounts withdrawn from the Distribution Account shall be made on behalf of the Issuer by the Paying Agent,
and no amounts so withdrawn from the Distribution Account for payments of Notes shall be paid over to the Issuer except as provided
in this Section 3.03 and in Section 3.05.


 


The Issuer may at any
time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all
of such purposes; provided that no Paying Agent shall be appointed in a jurisdiction that subjects payments on the Notes
to withholding tax; provided that unless such agent has short-term debt rated at least investment grade from Morningstar,
S&P or Moody’s it may not hold funds pursuant to this Indenture overnight. The Issuer shall give prompt written notice
to the Trustee, the Rating Agency and the Noteholders of the appointment or termination of any such agent and of the location and
any change in the location of any such office or agency.


 


On the Business Day
prior to each Payment Date, or on the Business Day prior to any Redemption Date, as applicable, the Paying Agent (provided that
sufficient funds therefor are available) shall deposit or cause to be deposited in the Distribution Account from amounts on deposit
in the Collection Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the
benefit of the Persons entitled thereto and (unless the Trustee is the Paying Agent) shall promptly notify the Issuer in writing
of its action or failure so to act.


 


The Issuer will cause
each party other than the Trustee that it appoints as Paying Agent to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions
of this Section 3.03, that such Paying Agent will:


 


(i)          hold
all sums held by it for the payment of amounts due with respect to the Notes 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)         at
any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent;


 


(iii)        immediately
resign as Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it
ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and


 




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(iv)        to
the extent such Paying Agent is located in, or makes payments within, the United States, comply with all requirements of the Code
with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and
with respect to any applicable reporting requirements in connection therewith.


 


The Issuer may at any
time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to such money.


 


Subject to applicable
laws with respect to escheat of funds, any money held by the Paying Agent in trust for the payment of any amount due with respect
to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look
only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the
Paying Agent with respect to such trust money shall thereupon cease; provided that the Paying Agent, before being required
to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee shall also
adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including,
but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Trustee
or of any other party acting as Paying Agent, at the last address of record for each such Holder).


 


Section
3.04        Existence; Separate Legal Existence.


 


(a)          The
Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware
(unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other state or of the United
States, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction)
and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of this Indenture, the Notes, the other Transaction Documents, the Indenture Collateral
and each other instrument or agreement included in the Indenture Collateral.


 


(b)          The
Issuer shall:


 


(i)           Maintain
its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and in accordance
with the terms of this Indenture. The funds of the Issuer will not be diverted to any other Person or for other than authorized
uses of the Issuer.


 




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(ii)         Ensure
that it is at all times in compliance with Section 4.01 of the Trust Agreement.


 


(iii)        Ensure
that, to the extent that it jointly contracts with any of its beneficial owners or Affiliates to do business with vendors or service
providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each
such entity shall bear its fair share of such costs. To the extent that the Issuer contracts or does business with vendors or service
providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing
shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity
shall bear its fair share of such costs. All material transactions between Issuer and any of its Affiliates shall be only at fair
market value on an arm’s length basis and, as applicable thereto, in accordance with the Sale and Servicing Agreement.


 


(iv)        Conduct
its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary statutory
trust formalities, including, but not limited to, holding all regular and special board of trustees meetings, if any, as required
under the terms of the Trust Agreement appropriate to authorize all statutory trust action, keeping separate and accurate minutes
of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate
and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.


 


(v)         Conduct
its affairs in its own name, duly correct any known misunderstandings regarding its separate identity and shall not take any action
or conduct its affairs in a manner that is likely to result in its separate existence being ignored or its assets and liabilities
being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding.


 


Section
3.05        Payment of Principal and Interest.


 


The Issuer will duly
and punctually pay the principal of and interest on the Notes, in accordance with the terms of such Notes, this Indenture and the
Sale and Servicing Agreement (including the Priority of Payments therein). The Issuer will cause to be distributed all amounts
on deposit in the Distribution Account on a Payment Date, or such other date selected by the Trustee pursuant to Section 5.04(b),
deposited therein pursuant to the Sale and Servicing Agreement for the benefit of the Notes, to the applicable Noteholders. Amounts
properly withheld under the Code or any applicable state law by any Person from a payment to any Noteholder of interest and/or
principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.


 




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Section
3.06        Protection of Indenture Collateral.


 


(a)          The
Issuer intends the security interest Granted pursuant to this Indenture in favor of the Trustee on behalf of the Noteholders to
be prior to all other liens in respect of the Indenture Collateral other than Permitted Liens, and the Issuer shall take or shall
cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Trustee on behalf of the Noteholders,
a first lien on and a first priority, perfected security interest in the Indenture Collateral, subject to any Permitted Liens with
respect thereto. In connection therewith, pursuant to Section 2.09 of the Sale and Servicing Agreement, the Issuer shall cause
to be delivered into the possession of the Trustee (or to the Custodian on behalf of the Trustee) as pledgee hereunder, indorsed
in blank, any “instruments” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any
Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Trustee acknowledges and agrees that
(i) it holds the Loan Assets delivered to it (or to the Custodian) under the Sale and Contribution Agreement for the benefit of
the Trust Depositor, (ii) it holds the Loan Assets delivered to it (or to the Custodian) under the Sale and Servicing Agreement
for the benefit of the Issuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit
of the Noteholders. The Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files (directly
or via the Custodian on its behalf) as pledgee hereunder until this Indenture shall have terminated in accordance with its terms
or until, pursuant to the terms hereof or of the Sale and Servicing Agreement, the Trustee is otherwise authorized to release such
instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to prepare (or shall cause
to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation
statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:


 


(i)          maintain
or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes
hereof;


 


(ii)         perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture;


 


(iii)        enforce
any of the Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing
Agreement; or


 


(iv)        preserve
and defend title to the Indenture Collateral and the rights of the Trustee and the Noteholders in such Indenture Collateral against
the claims of all persons and parties.


 


Except as otherwise
provided in or permitted by the Sale and Servicing Agreement or this Indenture, the Trustee shall not remove any portion of the
Indenture Collateral held by it that consists of money or is evidenced by an instrument, certificate or other writing from the
jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 (or
from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section
3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Trustee shall have
first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to
such property will continue to be maintained after giving effect to such action or actions.


 




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The Issuer hereby designates
the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required
to be executed pursuant to this Section 3.06, provided however, that the Trustee shall not be obligated to execute or authorize
such instruments except at the written direction of the Issuer.


 


Section
3.07         Opinions as to Indenture Collateral.


 


(a)          On
or before the Closing Date, the Issuer shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the delivery of the Underlying Notes and any other requisite documents,
and with respect to the execution and filing of any financing statements and continuation statements, as is necessary to perfect
and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in
the opinion of such counsel, no such action is necessary to make such lien and security interest effective.


 


(b)          On
or before June 30 in each calendar year, beginning in 2020, the Servicer on behalf of the Issuer will furnish to the Trustee and
the Rating Agency an Opinion of Counsel at the expense of the Issuer either stating that, in the opinion of such counsel, such
action has been taken with respect to any other requisite documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the perfection of the lien and security interest created by
this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary
to maintain the perfection of such lien and security interest. Such Opinion of Counsel shall also describe any other requisite
documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such
counsel, be required to maintain the lien and security interest of this Indenture until June 30 in the following calendar year.


 


Section
3.08         Furnishing of Rule 144A Information.


 


The Issuer will furnish,
upon the written request of any Noteholder or of any owner of a beneficial interest therein, such information as is specified in
paragraph (d)(4) of Rule 144A under the Securities Act (i) to such Noteholder or beneficial owner, (ii) to a prospective purchaser
of such Note or interest therein who is a Qualified Institutional Buyer and a Qualified Purchaser designated by such Noteholder
or beneficial owner, or (iii) to the Trustee for delivery to such Noteholder, beneficial owner or prospective purchaser, in order
to permit compliance by such Noteholder or beneficial owner with Rule 144A in connection with the resale of such Note or beneficial
interest therein by such Noteholder or beneficial owner in reliance on Rule 144A unless, at the time of such request, the Issuer
is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or exempt from reporting pursuant to Rule
12g3-2(b) under the Exchange Act.


 


Section
3.09         Performance of Obligations; Sale and Servicing Agreement.


 


(a)          The
Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction
Documents and in the instruments and agreements included in the Indenture Collateral.


 


(b)          The
Issuer may contract with other Persons to assist it in performing its duties under this Indenture, the other Transaction Documents
and the instruments and agreements included in the Indenture Collateral, and any performance of such duties by a Person identified
to the Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the
Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture,
the other Transaction Documents and the instruments and agreements included in the Indenture Collateral.


 




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(c)          The
Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person’s
covenants or obligations under any of the documents relating to the Loans or under any instrument included in the Indenture Collateral,
or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness
of, any of the documents relating to the Loans or any such instrument, except such actions as the Servicer is expressly permitted
to take in the Transaction Documents.


 


(d)          If
a Responsible Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default, the Issuer shall promptly notify
in writing the Trustee, the Backup Servicer and the Rating Agency thereof, and shall specify in such notice the action, if any,
the Issuer is taking in respect of such Servicer Default. If such Servicer Default arises from the failure of the Servicer to perform
any of its duties or obligations under the Sale and Servicing Agreement with respect to the Indenture Collateral, the Issuer may,
and shall pursuant to direction of the Majority Noteholders, remedy such failure. So long as any such Servicer Default shall be
continuing, the Trustee may, and shall pursuant to direction of the Majority Noteholders, exercise its remedies set forth in Section
8.02 of the Sale and Servicing Agreement. Unless granted or permitted by the Holders of the Notes to the extent provided in Article
VIII of the Sale and Servicing Agreement, the Issuer may not waive any such Servicer Default or terminate the rights and powers
of the Servicer under the Sale and Servicing Agreement.


 


Section
3.10        Negative Covenants.


 


So long as any Notes
are Outstanding, the Issuer shall not:


 


(i)          except
as expressly permitted by this Indenture or any other Transaction Document, sell, transfer, exchange or otherwise dispose of any
portion the Indenture Collateral, unless directed to do so by the Trustee;


 


(ii)         claim
any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly
withheld from such payments under the Code or applicable state law), or assert any claim against any present or former Noteholder
by reason of the payment of the taxes levied or assessed upon the Issuer;


 


(iii)        permit
the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the
Notes under this Indenture except as may be expressly permitted hereby, permit any lien, charge, excise, claim, security interest,
mortgage or other encumbrance (other than the lien of this Indenture or any other Transaction Document) to be created on or extend
to or otherwise arise upon or burden the Indenture Collateral or any part thereof or any interest therein or the proceeds thereof
(except for Permitted Liens) or permit the lien of this Indenture not to constitute a valid first priority security interest in
the Indenture Collateral (subject to Permitted Liens);


 




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(iv)        except
as contemplated in the Transaction Documents, dissolve or liquidate in whole or in part;


 


(v)         engage
in any activities other than financing, acquiring, owning, pledging and managing the Loans as contemplated by the Transaction Documents
and activities incidental to those activities; or


 


(vi)        incur,
assume or guarantee any indebtedness other than indebtedness evidenced by the Notes or indebtedness otherwise permitted by the
Transaction Documents.


 


Section
3.11        Annual Statement as to Compliance.


 


The Issuer will deliver
to the Trustee and the Rating Agency, within 90 days after the end of each calendar year (commencing with the calendar year ending
December 31, 2019), an Officer’s Certificate stating, as to the Person signing such Officer’s Certificate, that:


 


(i)          a
review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Person’s
supervision or direction; and


 


(ii)         to
the best of such Person’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under
this Indenture throughout such year, or, if there has been such a default in its compliance with any such condition or covenant,
specifying each such default known to such Person and the nature and status thereof.


 


Section
3.12        [Reserved].


 


Section
3.13        Representations and Warranties Concerning the Loans.


 


The Issuer has pledged
to the Trustee for the benefit of the Noteholders all of its rights under the Sale and Contribution Agreement and the Sale and
Servicing Agreement (except for the Excluded Property) and the Trustee has the benefit of the representations and warranties made
by the Seller and the Trust Depositor in such documents concerning the Loans transferred into the Loan Assets and the right to
enforce any remedy against the Seller and the Trust Depositor provided in the Sale and Contribution Agreement and the Sale and
Servicing Agreement, to the same extent as though such representations and warranties were made directly to the Trustee.


 


Section
3.14        Custodian Review of Loan Files.


 


The Custodian, on behalf
of the Trustee, for the benefit of the Noteholders shall review the Loan Files as provided in Section 2.11 of the Sale and Servicing
Agreement.


 




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Section
3.15        Sale and Servicing Agreement.


 


In order to facilitate
the servicing of the Loans, the Issuer authorizes the Servicer, in the name and on behalf of the Trustee and the Issuer, and the
Trustee accepts such appointment, to perform its respective duties and obligations under the Sale and Servicing Agreement and
the rights of the Trustee pursuant to the third sentence of Section 8.01 hereof. The Trustee agrees to perform its express
obligations under the Sale and Servicing Agreement in accordance with the terms thereof subject to Section 6.01 hereof.


 


Section
3.16        Amendments to Sale and Servicing Agreement.


 


The Trustee may enter
into any amendment or supplement to the Sale and Servicing Agreement only in accordance with Section 13.01 of the Sale and Servicing
Agreement. The Trustee may, in its reasonable discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected in any material respect.


 


Section
3.17        Servicer as Agent and Bailee of Trustee.


 


(a)          Solely
for purposes of perfection under Section 9-313 of the UCC or other similar applicable law, rule or regulation of the state in which
such property is held by the Servicer, the Trustee hereby acknowledges that the Servicer is acting as agent and bailee of the Trustee
in holding any documents released to the Servicer pursuant to the Sale and Servicing Agreement as well as any other items constituting
a part of the Indenture Collateral which from time to time come into the possession of the Servicer. It is intended that, by the
Servicer’s execution and delivery of the Sale and Servicing Agreement, the Trustee, as a secured party, will be deemed to
have possession of such documents, such moneys and such other items for purposes of Section 9-313 of the UCC of the state in which
such property is held by the Servicer.


 


(b)          Solely
for purposes of perfection under Section 9-313 of the UCC or other similar applicable law, rule or regulation of the state in which
such property is held by the Trustee, if the transfer of the Loans and the other assets in the Indenture Collateral by the Trust
Depositor to the Issuer is deemed to be a loan, the Custodian hereby acknowledges it is acting as agent and bailee of the Issuer
in holding items constituting a part of the Indenture Collateral which from time to time come into the possession of the Trustee.


 


Section
3.18        Investment Company Act of 1940.


 


The Issuer shall not
and the Trustee shall not knowingly take any action that would cause the Issuer or the pool of Indenture Collateral to be required
to register as an “investment company” under the 1940 Act (or any successor or amendatory statute).


 


Section
3.19        Issuer May Consolidate, etc., Only on Certain Terms.


 


(a)          The
Issuer shall not consolidate or merge with or into any other Person, unless:


 


(i)          the
Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing
under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the due and punctual payment of
the principal of and interest on all Notes, and the performance or observance of every agreement and covenant of this Indenture,
the Notes, the Trust Certificate and each other Transaction Document on the part of the Issuer to be performed or observed, all
as provided herein and therein;


 




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


 


(iii)        each
Holder of a Note has consented in writing to such transaction (and notice thereof has been provided to the Rating Agency);


 


(iv)        the
Issuer shall have received written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the
United States experienced in such matters (and shall have delivered copies thereof to the Trustee on which the Trustee may conclusively
rely) to the effect that such transaction will not (1) cause the Issuer to be treated as an association or publicly traded partnership
taxable as a corporation for U.S. federal income tax purposes, (2) cause the Notes to be deemed to have been sold or exchanged
under Section 1001 of the Code or (3) cause any Notes that were characterized as indebtedness at the time of issuance to be characterized
as other than indebtedness;


 


(v)         any
action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and


 


(vi)        the
Issuer shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel (which may conclusively rely on
the Officer’s Certificate with respect to clauses (ii) and (iii) above and as to the taking of any action required by such
Opinion of Counsel as it relates to clause (v) above) each stating that such consolidation or merger complies with this
Section 3.19 and that all conditions precedent herein provided for relating to such transaction have been complied with.


 


(b)          Except
as otherwise permitted hereunder or under the Transaction Documents, the Issuer shall not convey or transfer all or substantially
all of its properties or assets, including those included in the Indenture Collateral, to any Person, unless:


 


(i)          the
Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby
restricted shall be a United States citizen or a Person organized and existing under the laws of the United States or any state
thereof or the District of Columbia, expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee,
in form and substance reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and interest on
all Notes, and the performance of each other Transaction Document, and the performance or observance of every agreement and covenant
of this Indenture, the Notes, the Trust Certificate and each other Transaction Document on the part of the Issuer to be performed
or observed, all as provided herein, expressly agrees by means of such supplemental indenture that all right, title and interest
so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes as provided in the Transaction
Documents, and unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless
the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes arising from
such transfer;


 




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


 


(iii)        each
Holder of a Note has consented in writing to such transaction (and notice thereof has been provided to Rating Agency);


 


(iv)        the
Issuer shall have received written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the
United States experienced in such matters (and shall have delivered copies thereof to the Trustee on which the Trustee may conclusively
rely) to the effect that such transaction will not (1) cause the Issuer to be treated as an association or publicly traded partnership
taxable as a corporation for U.S. federal income tax purposes, (2) cause the Notes to be deemed to have been sold or exchanged
under Section 1001 of the Code or (3) cause any Notes that were characterized as indebtedness at the time of issuance to be characterized
as other than indebtedness;


 


(v)         any
action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and


 


(vi)        the
Issuer shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel (which may conclusively rely on
a certificate of the transferee as to the transferee’s citizenship, if applicable, and on the Officer’s Certificate
with respect to clauses (ii) and (iii) above and to the taking of any action required by such Opinion of Counsel as it relates
to clause (v) above) each stating that such conveyance or transfer, and such supplemental indenture, comply with this Section
3.19 and that all conditions precedent herein provided for relating to such transaction have been complied with.


 


Section
3.20        Successor or Transferee.


 


(a)          Upon
any consolidation or merger of the Issuer in accordance with Section 3.19(a), the Person formed by or surviving such consolidation
or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer
under this Indenture with the same effect as if such Person had been named as the Issuer herein.


 


(b)          Upon
a conveyance or transfer of all or substantially all of the assets and properties of the Issuer pursuant to Section 3.19(b),
the Issuer will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the
Issuer with respect to the Notes immediately upon the delivery of written notice to the Trustee stating that the Issuer is to be
so released.


 


Section
3.21        No Other Business.


 


The Issuer shall not
engage in any business other than financing, purchasing, owning, selling, managing and enforcing the Loans and Related Property,
including through any subsidiaries permitted pursuant to Section 5.10 of the Sale and Servicing Agreement, in the manner contemplated
by this Indenture and the other Transaction Documents and all activities incidental thereto, issuing the Notes and the Trust Certificate
and as otherwise expressly permitted in the Trust Agreement or the other Transaction Documents.


 




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Section
3.22         No Borrowing; Use of Proceeds.


 


The Issuer shall not
issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Notes and
any other indebtedness permitted by the Transaction Documents. In consideration of the Trust Depositor’s transfer of the
Initial Loans to the Issuer, the Issuer will transfer the net cash proceeds from the sale of the Notes to the Trust Depositor,
together with the Trust Certificate. The Trust Depositor will use a portion of the net proceeds to acquire the Initial Loans from
the Seller on the Closing Date.


 


Section
3.23         Guarantees, Loans, Advances and Other Liabilities.


 


Except as contemplated
by this Indenture or the other Transaction Documents, the Issuer shall not make any loan or advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation
or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection
with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person, other than
any subsidiary established by the Issuer pursuant to Section 5.10 of the Sale and Servicing Agreement.


 


Section
3.24         Capital Expenditures.


 


The Issuer shall not
make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).


 


Section
3.25         Representations and Warranties of the Issuer.


 


The Issuer represents
and warrants as of the date hereof and as of the date of any subsequent acquisition of a Substitute Loan or an Additional Loan,
as applicable, as follows:


 


(a)          Power
and Authority. It has full power, authority and legal right to execute, deliver and perform its obligations as Issuer under
this Indenture and the Notes (the foregoing documents, the “Issuer Documents”) and under each of the other Transaction
Documents to which the Issuer is a party.


 


(b)          Due
Authorization and Binding Obligation. The execution and delivery of the Issuer Documents and the other Transaction Documents
to which the Issuer is a party, and the consummation of the transactions provided for therein have been duly authorized by all
necessary action on its part. Each of the Issuer Documents and the other Transaction Documents to which the Issuer is a party constitutes
the legal, valid and binding obligation of the Issuer and is enforceable in accordance with its terms, except as enforcement of
such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally
and by the availability of equitable remedies.


 




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(c)          No
Conflict. The execution and delivery of the Issuer Documents and the other Transaction Documents to which the Issuer is a party,
the performance of the transactions contemplated thereby and the fulfillment of the terms thereof will not conflict with, result
in any material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a
default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Issuer is a party
or by which it or any of its property is bound.


 


(d)          No
Violation. The execution and delivery of the Issuer Documents and the other Transaction Documents to which the Issuer is a
party, the performance of the transactions contemplated thereby and the fulfillment of the terms thereof will not conflict with
or violate, in any material respect, any Applicable Law.


 


(e)          All
Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or any Governmental Authority
required in connection with the execution and delivery of the Issuer Documents and the other Transaction Documents to which the
Issuer is a party, the performance of the transactions contemplated thereby and the fulfillment of the terms thereof have been
obtained.


 


(f)          No
Proceedings. No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently
pending, or to the knowledge of the Issuer, threatened, against the Issuer or any of its respective properties or with respect
to the Issuer Documents or any other Transaction Document to which the Issuer is a party that, if adversely determined, would have
a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Issuer or the transactions
contemplated by the Issuer Documents or any of the other Transaction Documents to which the Issuer is a party.


 


(g)          Organization
and Good Standing. The Issuer is a statutory trust duly organized, validly existing and in good standing under the laws of
the State of Delaware and has the requisite power to own its assets and to transact the business in which it is currently engaged,
and had at all relevant times, and now has, all necessary power, authority and legal right under its organizational documents and
under Applicable Law to acquire, own and pledge the Indenture Collateral.


 


(h)          1940
Act. The Issuer is not an “investment company” within the meaning of the 1940 Act. The Issuer will rely on an exclusion
or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)7 thereof and
Rule 3a-7 thereof, and will qualify for the “loan securitization” exemption set forth in the implementing regulations
of the Volcker Rule. The Issuer is not a “covered fund” for purposes of the regulations adopted to implement Section
619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (such statutory provision together with such implementing
regulations, the “Volcker Rule”).


 


(i)          Location.
The Issuer is located (within the meaning of Article 9 of the UCC) in the State of Delaware. The Issuer agrees that it will not
change its location (within the meaning of Article 9 of the UCC) without at least 30 days prior written notice to the Seller, the
Servicer, the Trustee and the Rating Agency.


 




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(j)          Security
Interest in Collateral.


 


(i)          This
Indenture creates a valid, continuing and enforceable security interest (as defined in the applicable UCC) in the Indenture Collateral
in favor of the Trustee, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as
such against creditors of and purchasers from the Issuer;


 


(ii)         the
Indenture Collateral constitutes “general intangibles,” “instruments,” “accounts,” “investment
property,” or “chattel paper,” within the meaning of the applicable UCC;


 


(iii)        the
Issuer owns and has good and marketable title to the Indenture Collateral free and clear of any Lien (other than Permitted Liens),
claim or encumbrance of any Person;


 


(iv)        the
Issuer has received all consents and approvals required by the terms of the Indenture Collateral to the pledge of the Indenture
Collateral hereunder to the Trustee;


 


(v)         the
Issuer has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions
under Applicable Law in order to perfect the security interest in the Indenture Collateral granted to the Trustee under this Indenture;


 


(vi)        other
than the security interest granted by the Issuer pursuant to this Indenture and any Permitted Liens, the Issuer has not pledged,
assigned, sold, granted a security interest in or otherwise conveyed any of the Indenture Collateral. The Issuer has not authorized
the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering
the Indenture Collateral other than any financing statement (A) relating to the security interest granted by the Issuer under this
Indenture, or (B) that has been terminated or for which a release or partial release has been filed. The Issuer is not aware of
the filing of any judgment or tax Lien filings against the Issuer;


 


(vii)       all
original executed copies of each Underlying Note that constitute or evidence the Indenture Collateral have been delivered to and
are in the possession of the Trustee;


 


(viii)      the
Issuer has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding the Underlying Notes that
constitute or evidence the Indenture Collateral solely on behalf of and for the benefit of the Securityholders; and


 


(ix)         none
of the Underlying Notes that constitute or evidence the Indenture Collateral has any marks or notations indicating that they have
been pledged, assigned or otherwise conveyed to any Person other than the Issuer and the Trustee.


 




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The representations
and warranties in Section 3.25(j) shall survive the termination of this Indenture.


 


Section
3.26         Restricted Payments.


 


The Issuer shall not,
directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise
with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire
for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided that the Issuer may make, or cause to be made, (w) distributions to the Owner Trustee, the Trust Depositor
and the Certificateholder as contemplated by, and to the extent funds are available for such purpose under, the Trust Agreement
and the Sale and Servicing Agreement, (x) payments to the Servicer and/or Trust Depositor pursuant to the terms of the Sale and
Servicing Agreement or the other Transaction Documents and (y) payments to the Trustee and other Persons entitled thereto pursuant
to terms of the Sale and Servicing Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from
the Distribution Account except in accordance with this Indenture and the other Transaction Documents.


 


Section
3.27         Notice of Events of Default, Amendments and Waivers.


 


Promptly upon a Responsible
Officer becoming aware thereof, the Issuer shall give the Trustee and the Rating Agency prompt written notice of each Event of
Default hereunder, of each Servicer Default under the Sale and Servicing Agreement, of any material default or material breach
of any other Transaction Document, and of any amendment or waiver of any Transaction Document.


 


Section
3.28         Further Instruments and Acts.


 


Upon request of the
Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture (provided nothing herein shall be deemed to impose an obligation
on the Trustee to so request).


 


Section
3.29         Statements to Noteholders.


 


The Trustee shall make
available on its secure internet website to each Noteholder and the Rating Agency, the Monthly Reports and Quarterly Reports prepared
by the Servicer pursuant to Article IX of the Sale and Servicing Agreement. Upon request, the Trustee may make available to the
Noteholders, the parties to the Transaction Documents and the Rating Agency, via the Trustee’s internet website, a copy of
the Transaction Documents, each Monthly Report, Quarterly Report and, with the consent or at the written direction of the Trust
Depositor, such other information regarding the Notes and/or the Loans as the Trustee may have in its possession or as may be provided
to the Trustee by the Servicer or the Trust Depositor, but only with the use of its secure internet website; provided the
Trustee shall have no obligation to provide such information described in this Section 3.29 until it has received the requisite
information from the Trust Depositor or the Servicer. The Trustee will make no representation or warranties as to the accuracy
or completeness of such documents and will assume no responsibility therefor.


 




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The Trustee’s
secure internet website shall be initially located at http://pivot.usbank.com or at such other address as shall be specified by
the Trustee from time to time in writing to the Noteholders, the parties to the Transaction Documents and the Issuer (who shall
promptly forward the same to the Rating Agency). In connection with providing access to the Trustee’s internet website, the
Trustee shall (other than with respect to the parties to the Transaction Documents and the Rating Agency) require registration
and the acceptance of a disclaimer. The Trustee shall be permitted to change the method by which the Monthly Reports and Quarterly
Reports are distributed in order to make such distributions more convenient and/or more accessible to the Holders. The Trustee
shall not be liable for the dissemination of information in accordance with this Indenture.


 


Section
3.30         Grant of Substitute Loans and Additional Loans.


 


In consideration of
the delivery or acquisition of Loans transferred on each Substitute Loan Cutoff Date or each Additional Loan Cutoff Date, as applicable,
pursuant to and in accordance with the terms of Section 2.04, Section 2.06 or Section 2.07, as applicable,
of the Sale and Servicing Agreement, the Issuer grants to the Trustee a security interest in all of its right, title and interest
in the Loans transferred on such Substitute Loan Cutoff Date or such Additional Loan Cutoff Date, as applicable, and simultaneously
with the transfer of the Substitute Loans and Additional Loans, as applicable, the Issuer will cause the related Loan File to be
delivered to the Trustee or the Custodian on its behalf.


 


ARTICLE
IV

THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE


 


Section
4.01         The Notes.


 


The Notes shall be
registered initially in the name of Cede & Co., as nominee of DTC. Beneficial Owners will hold interests in such Notes through
the book-entry facilities of DTC in minimum denominations equal to the applicable Minimum Denomination for such Notes.


 


The Notes shall, on
original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee,
authenticated and delivered by the Trustee upon receipt of an Issuer Order.


 


Section
4.02         Registration of Transfer and Exchange of Notes.


 


(a)          The
Trustee shall cause to be kept a Note Register (the “Note Register”) in which, subject to such reasonable regulations
as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of
Notes as herein provided. The Trustee shall be “Note Registrar” for the purpose of registering Notes and transfers
of Notes as herein provided. The Note Register shall contain the name, remittance instructions, as well as the Series and the number
in the Series.


 




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(b)          Each
Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that on the Closing Date the sum of
the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant
to an Issuer Order, the Trustee will execute and authenticate (i) one or more Global Notes and/or (ii) Physical Notes all in an
aggregate principal amount that shall equal the Initial Note Principal Balance.


 


(c)          The
Global Notes (i) shall be delivered by the Issuer to DTC or, pursuant to DTC’s instructions, shall be delivered by the Issuer
on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. and
(ii) with respect to the Rule 144A Global Notes, shall bear a legend substantially to the following effect:


 


“Unless this Note is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Note
Registrar or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.”


 


The Global Notes may
be deposited with such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate;
provided that such successor depository maintains a book-entry system that qualifies to be treated as “registered
form” under Section 163(f)(3) of the Code.


 


The Issuer is hereby
authorized to execute and deliver a Letter of Representations with DTC relating to the Notes.


 


(d)          With
respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer, the Servicer, the
Owner Trustee (as such and in its individual capacity) and the Trustee shall have no responsibility or obligation to Direct or
Indirect Participants or Beneficial Owners for which DTC holds Notes from time to time as a Depository. Without limiting the immediately
preceding sentence, the Issuer, the Servicer, the Owner Trustee (as such and in its individual capacity), and the Trustee shall
have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Direct or Indirect
Participant with respect to the ownership interest in the Notes, (ii) the delivery to any Direct or Indirect Participant or any
other Person, other than a registered Holder, of a Note, (iii) the payment to any Direct or Indirect Participant or any other Person,
other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal
or interest on the Notes or (iv) the making of book-entry transfers among Participants of DTC with respect to Notes registered
in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note
Register shall receive a physical Note evidencing such Note.


 




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(e)          Upon
delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts
to the registered Holders of Notes appearing as registered Owners in the Note Register on a Record Date, the name “Cede &
Co.” in this Indenture shall refer to such new nominee of DTC.


 


(f)          In
the event that (i) DTC or the Servicer advises the Trustee in writing that DTC is no longer willing or able to discharge properly
its responsibilities as nominee and depository with respect to the Global Notes and the Servicer is unable to locate a qualified
successor; (ii) the Administrator, at its option, elects to terminate the book-entry system through DTC; (iii) DTC is no longer
registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation,
and in either case the Administrator or the Trustee, as applicable, is unable to appoint a qualified successor; or (iv) after the
occurrence of an Event of Default under the Indenture, the beneficial owners of the Notes representing not less than 51% of the
outstanding principal amount of the applicable Notes advise the Trustee and DTC that the continuation of a book-entry system through
DTC, or a successor to DTC, is no longer in the best interests of the beneficial owners of the Notes, the Global Notes shall no
longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee
of DTC. At that time, the Servicer may determine that the Global Notes shall be registered in the name of and deposited with a
successor depository operating a global book-entry system, as may be acceptable to the Servicer, or such depository’s agent
or designee but, if the Servicer does not select such alternative global book-entry system, then upon surrender to the Note Registrar
of the Global Notes by DTC, accompanied by the registration instructions from DTC for registration, the Trustee shall at the Servicer’s
expense authenticate Physical Notes. Neither the Servicer nor the Trustee shall be liable for any delay in DTC’s delivery
of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of
Physical Notes, the Trustee, the Note Registrar, the Servicer, the Paying Agent, the Securities Intermediary and the Issuer shall
recognize the Holders of the Physical Notes as Noteholders hereunder.


 


(g)          Notwithstanding
any other provision of this Indenture to the contrary, so long as any Global Notes are registered in the name of Cede & Co.,
as nominee of DTC, all distributions of principal and interest on such Global Notes and all notices with respect to such Global
Notes shall be made and given, respectively, in the manner provided in the Letter of Representations.


 


(h)          Subject
to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Note Registrar and, upon
satisfaction of the conditions set forth below, the Issuer shall execute, in the name of the designated transferee or transferees,
a new Note and of the same aggregate Percentage Interest and dated the date of authentication by the Trustee. The Note Registrar
shall maintain a record of any such transfer and deliver it to the Issuer, Servicer or Trustee upon request.


 


(i)          At
the option of the Noteholders, Notes may be exchanged for other Notes in authorized denominations, upon surrender of the Notes
to be exchanged at the Corporate Trust Office. Whenever any Notes are so surrendered for exchange, the Issuer shall execute the
Notes which the Noteholder making the exchange is entitled to receive. Every Note presented or surrendered for transfer or exchange
shall be accompanied by wiring instructions, if applicable, in the form of Exhibit C. The preceding provisions of this section
notwithstanding, the Issuer shall not be required to make and the Note Registrar shall not register transfers or exchanges of Notes
called for redemption.


 




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(j)          No
service charge shall be made for any transfer or exchange of Notes, but prior to transfer the Note Registrar may require payment
by the transferor of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer
or exchange of Notes.


 


All Notes surrendered
for payment, transfer and exchange or redemption shall be marked canceled by the Note Registrar and retained and destroyed in accordance
with its policies and procedures.


 


(k)          By
acceptance of a Physical Note, whether upon original issuance or subsequent transfer, each Holder of such a Note acknowledges the
restrictions on the transfer of such Note set forth in the Securities Legend and agrees that it will transfer such Note only as
provided herein. In addition to the provisions of Sections 4.02(m) and (n), the following restrictions shall apply with respect
to the transfer and registration of transfer of a Physical Note to a transferee that takes delivery in the form of a Physical Note:


 


(i)          The
Note Registrar shall register the transfer of a Physical Note if the requested transfer is being made to a transferee who has provided
the Note Registrar with a Rule 144A Certification or to a transferee who is an Affiliate of the Seller in a transfer which otherwise
complies with Section 4.02(s); or


 


(ii)         The
Note Registrar shall register the transfer of any Physical Note if (x) the transferor has advised the Note Registrar in writing
that the Note is being transferred to a Person that is both a Qualified Institutional Buyer and a Qualified Purchaser; (y) prior
to the transfer the transferee furnishes to the Note Registrar a Transferee Letter; and (z) such transfer otherwise complies with
Section 4.02(s).


 


(l)          Subject
to Section 4.02(n), so long as a Global Note remains outstanding and is held by or on behalf of DTC, transfers of beneficial
interests in the Global Note, or transfers by Holders of Physical Notes to transferees that take delivery in the form of beneficial
interests in the Global Note, may be made only in accordance with this Section 4.02(l) and in accordance with the rules
of DTC.


 




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(i)          Rule
144A Global Note to Regulation S Global Note During the Distribution Compliance Period. If, during the Distribution Compliance
Period, a Beneficial Owner of an interest in a Rule 144A Global Note wishes at any time to transfer its beneficial interest in
such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation
S Global Note, such Beneficial Owner may, in addition to complying with all applicable rules and procedures of DTC and Clearstream
or Euroclear applicable to transfers by their respective participants (the “Applicable Procedures”), transfer
or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note only upon
compliance with the provisions of this Section 4.02(l)(i). Upon receipt by the Note Registrar at its Corporate Trust Office
of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Note
Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in
the Regulation S Global Note in an amount equal to the Note balance of the beneficial interest in the Rule 144A Global Note to
be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account
of the DTC Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the
DTC Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit E hereto given
by the Beneficial Owner that is transferring such interest, the Note Registrar shall instruct DTC to reduce the denomination of
the Rule 144A Global Note by the Note balance of the beneficial interest in the Rule 144A Global Note to be so transferred and,
concurrently with such reduction, to increase the denomination of the Regulation S Global Note by the Note balance of the beneficial
interest in the Rule 144A Global Note to be so transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both,
as the case may be) a beneficial interest in the Regulation S Global Note having a Note balance equal to the amount by which the
denomination of the Rule 144A Global Note was reduced upon such transfer.


 


(ii)         Rule
144A Global Note to Regulation S Global Note After the Distribution Compliance Period. If, after the Distribution Compliance
Period, a Beneficial Owner of an interest in a Rule 144A Global Note wishes at any time to transfer its beneficial interest in
such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation
S Global Note, such Holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such
beneficial interest for an equivalent beneficial interest in a Regulation S Global Note only upon compliance with the provisions
of this Section 4.02(l)(ii). Upon receipt by the Note Registrar at its Corporate Trust Office of (1) written instructions
given in accordance with the Applicable Procedures from a Depository Participant directing the Note Registrar to credit or cause
to be credited to another specified Depository Participant’s account a beneficial interest in the Regulation S Global Note
in an amount equal to the Note balance of the beneficial interest in the Rule 144A Global Note to be transferred, (2) a written
order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and,
in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may
be) to be credited with, and the account of the DTC Participant to be debited for, such beneficial interest, and (3) a certificate
in the form of Exhibit F hereto given by the Beneficial Owner that is transferring such interest, the Note Registrar shall
instruct DTC to reduce the denomination of the Rule 144A Global Note by the Note balance of the beneficial interest in the Rule
144A Global Note to be so transferred and, concurrently with such reduction, to increase the denomination of the Regulation S Global
Note by the Note balance of the beneficial interest in the Rule 144A Global Note to be so transferred, and to credit or cause to
be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Global Note having a
Note balance equal to the amount by which the denomination of the Rule 144A Global Note was reduced upon such transfer.


 




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(iii)        Regulation
S Global Note to Rule 144A Global Note. If the Beneficial Owner of an interest in a Regulation S Global Note wishes at any
time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Rule 144A Global Note, such Holder may, in addition to complying with all Applicable Procedures,
transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Global Note only
upon compliance with the provisions of this Section 4.02(l)(iii). Upon receipt by the Note Registrar at its Corporate Trust
Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the
Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest
in the Rule 144A Global Note in an amount equal to the Note balance of the beneficial interest in the Regulation S Global Note
to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the
account of the DTC Participant to be credited with, and the account of the DTC Participant (or, if such account is held for Euroclear
or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with
respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A
Global Note (i) during the Distribution Compliance Period, a certificate in the form of Exhibit G hereto given by the Beneficial
Owner, or (ii) after the Distribution Compliance Period, a Rule 144A Certification from the transferee of such interest to the
effect that such transferee is a Qualified Institutional Buyer and a Qualified Purchaser, the Note Registrar shall instruct DTC
to reduce the denomination of the Regulation S Global Note by the Note balance of the beneficial interest in the Regulation S Global
Note to be transferred and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the
Note balance of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited
to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear
or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note having a Note balance equal to
the amount by which the denomination of the Regulation S Global Note was reduced upon such transfer.


 


(iv)        Transfers
Within Regulation S Global Notes During Distribution Compliance Period. If, during the Distribution Compliance Period, the
Beneficial Owner of an interest in a Regulation S Global Note wishes at any time to transfer its beneficial interest in such Regulation
S Global Note to a Person who wishes to take delivery thereof in the form of a Regulation S Global Note, such Beneficial Owner
may transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global
Note only upon compliance with the provisions of this Section 4.02(l)(iv) and all Applicable Procedures. Upon receipt by
the Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures
from a Depository Participant directing the Note Registrar to credit or cause to be credited to another specified Depository Participant’s
account a beneficial interest in such Regulation S Global Note in an amount equal to the Note balance of the beneficial interest
to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the
account of the DTC Participant to be credited with (or, if such account is held for Euroclear or Clearstream, the Euroclear or
Clearstream account, as the case may be), and the account of the DTC Participant (or, if such account is held for Euroclear or
Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (3) a certificate
in the form of Exhibit H hereto given by the transferor, the Note Registrar shall instruct DTC to credit or cause to be
credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf
of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Global Note having a Note balance
equal to the amount specified in such instructions by which the account to be debited was reduced upon such transfer. The Note
Registrar shall not be required to monitor compliance by Beneficial Owners with the provisions of this Section 4.02(l)(iv).


 




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(m)          Transfers
of Interests in Global Notes to Physical Notes. Any and all transfers from a Global Note to a transferee wishing to take delivery
in the form of a Physical Note will require the transferee to take delivery subject to the restrictions on the transfer of such
Physical Note described on the face of such Note, and such transferee agrees that it will transfer such Physical Note only as provided
therein and herein. No such transfer shall be made and the Note Registrar shall not register any such transfer unless such transfer
is made in accordance with this Section 4.02(m) or is made to an Affiliate of the Seller in a transfer which otherwise complies
with Section 4.02(s).


 


(i)          Transfers
of a beneficial interest in a Global Note to a Person who is both a Qualified Institutional Buyer and a Qualified Purchaser will
require delivery of such Note to the transferee in the form of a Physical Note and the Note Registrar shall register such transfer
only if prior to the transfer such transferee furnishes to the Note Registrar (1) a Transferee Letter to the effect that the transfer
is being made to a Qualified Institutional Buyer and a Qualified Purchaser in accordance with an applicable exemption under the
Securities Act, and (2) an Opinion of Counsel acceptable to the Trustee that such transfer is in compliance with the Securities
Act.


 


(ii)         Upon
acceptance for exchange or transfer of a beneficial interest in a Global Note for a Physical Note, as provided herein, the Note
Registrar shall endorse on the schedule affixed to the related Global Note Registrar (or on a continuation of such schedule affixed
to such Global Note Registrar and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer
and a decrease in the denomination of such Global Note equal to the Note balance of such Physical Note issued in exchange therefor
or upon transfer thereof. Unless determined otherwise by the Servicer and the Issuer in accordance with applicable law, a Physical
Note issued upon transfer of or exchange for a beneficial interest in the Global Note shall bear the Securities Legend.


 




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(n)          Transfers
of Physical Notes to the Global Notes. If a Holder of a Physical Note wishes at any time to transfer such Note to a Person
who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation S Global Note or the related
Rule 144A Global Note, such transfer may be effected only in accordance with the Applicable Procedures and this Section 4.02(n).
Upon receipt by the Note Registrar at the Corporate Trust Office of (1) the Physical Note to be transferred with an instrument
of assignment and transfer, (2) written instructions given in accordance with the Applicable Procedures from the Holder of such
Physical Note directing the Note Registrar to credit or cause to be credited to the applicable Participant’s account a beneficial
interest in such Regulation S Global Note or such Rule 144A Global Note, as the case may be, in an amount equal to the Note balance
of the Physical Note to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information
regarding the account of the DTC Participant (and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream
account, as the case may be) to be credited with such beneficial interest, and (4) (x) a certificate in the form of Exhibit
F or Exhibit H, as applicable, hereto, given by the Holder of such Physical Note, if delivery is to be taken in the
form of a beneficial interest in the Regulation S Global Note or (y) a Rule 144A Certification from the transferee to the effect
that such transferee is a Qualified Institutional Buyer who is a Qualified Purchaser, if delivery is to be taken in the form of
a beneficial interest in the Rule 144A Global Note, the Note Registrar shall cancel such Physical Note, execute and deliver a new
Physical Note for that portion, if any, of the Note balance of the Physical Note not so transferred, registered in the name of
the Holder, and the Note Registrar shall instruct DTC to increase the denomination of the Regulation S Global Note or the Rule
144A Global Note, as the case may be, by the Note balance of the Physical Note to be so transferred, and to credit or cause to
be credited to the account of the Person specified in such instructions (who, in the case of any increase in the Regulation S Global
Note during the Distribution Compliance Period, shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream,
or both, as the case may be) a corresponding Note balance of the Rule 144A Global Note or the Regulation S Global Note, as the
case may be.


 


(o)          An
exchange of a beneficial interest in a Global Note for a Physical Note or Notes, an exchange of a Physical Note or Notes for a
beneficial interest in a Global Note and an exchange of a Physical Note or Notes for another Physical Note or Notes (in each case,
whether or not such exchange is made in anticipation of subsequent transfer, and in the case of the Global Notes, so long as the
Global Notes remain outstanding and are held by or on behalf of DTC), may be made only in accordance with this Section 4.02
and in accordance with the rules of DTC and Applicable Procedures (to the extent applicable).


 


(p)          (i)          Upon
acceptance for exchange or transfer of a Physical Note for a beneficial interest in a Global Note as provided herein, the Note
Registrar shall cancel such Physical Note and shall (or shall request DTC to) endorse on the schedule affixed to such Global Note
(or on a continuation of such schedule affixed to such Global Note and made a part thereof) an appropriate notation evidencing
the date of such exchange or transfer and an increase in the denomination of such Global Note equal to the Note balance of such
Physical Note exchanged or transferred therefor.


 


(ii)         Upon
acceptance for exchange or transfer of a beneficial interest in a Global Note for a Physical Note as provided herein, the Note
Registrar shall (or shall request DTC to) endorse on the schedule affixed to such Global Note (or on a continuation of such schedule
affixed to such Global Note and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and
a decrease in the denomination of such Global Note equal to the Note balance of such Physical Note issued in exchange therefor
or upon transfer thereof.


 




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(q)          Unless
determined otherwise by the Servicer and the Issuer in accordance with applicable law, the Securities Legend shall be placed on
any Physical Note issued in exchange for or upon transfer of another Physical Note or of a beneficial interest in a Global Note.


 


(r)          Subject
to the restrictions on transfer and exchange set forth in this Section 4.02, the Holder of any Physical Note may transfer
or exchange the same in whole or in part (in a Note balance amount or amounts not less than the applicable Minimum Denomination)
by surrendering such Note at the Corporate Trust Office, or at the office of any transfer agent, together with an executed instrument
of assignment and transfer reasonably satisfactory in form and substance to the Note Registrar in the case of transfer and a written
request for exchange in the case of exchange. The Holder of a beneficial interest in a Global Note may, subject to the rules and
procedures of DTC, cause DTC (or its nominee) to notify the Note Registrar in writing of a request for transfer or exchange of
such beneficial interest for a Physical Note or Notes. Following a proper request for transfer or exchange, the Note Registrar
shall, within five Business Days of such request made at such Corporate Trust Office, cause the Trustee to authenticate and the
Note Registrar to deliver at such Corporate Trust Office, to the transferee (in the case of transfer) or Holder (in the case of
exchange) or send by first-class mail or by overnight delivery service at the risk of the transferee (in the case of transfer)
or Holder (in the case of exchange) to such address as the transferee or Holder, as applicable, may request, a Physical Note or
Notes, as the case may require, for a like aggregate Percentage Interest and in such Note balance amount or amounts and authorized
denomination or denominations as may be requested. The presentation for transfer or exchange of any Physical Note shall not be
valid unless made at the Corporate Trust Office by the registered Holder in person, or by a duly authorized attorney-in-fact.


 


(s)          (i)          No
transfer of any Note shall be made unless such transfer is exempt from the registration requirements of the Securities Act and
any applicable state securities laws or is made in accordance with the Securities Act and such laws. No transfer of any Note shall
be made if such transfer would require the Issuer to register as an “investment company” under the 1940 Act. In the
event of any such transfer, unless such transfer is made in reliance upon Rule 144A under the Securities Act or Regulation S under
the Securities Act or is a transfer of a Physical Note to an Affiliate of the Seller, (i) the Trustee may require a written Opinion
of Counsel acceptable to and in form and substance reasonably satisfactory to the Trustee that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to
said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Issuer, or the Servicer and (ii) the Trustee
shall require the transferee to execute a Transferee Letter certifying to the Issuer and the Trustee the facts surrounding such
transfer, which Transferee Letter or certification shall not be an expense of the Trustee, the Issuer or the Servicer. The Holder
of a Note desiring to effect such transfer shall, and by accepting a Note and the benefits of this Indenture does hereby agree
to, indemnify the Trustee, the Issuer, the Servicer and the Initial Purchaser against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws. None of the Issuer, the Trustee, the Servicer,
the Trust Depositor or the Initial Purchaser is obligated to register or qualify any Note under the Securities Act or any state
or international securities laws.


 




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(ii)         If,
at any time, (x) any Holder of any Note is not (1) both a Qualified Purchaser and a Qualified Institutional Buyer or (2) a non-U.S.
Person that acquired such Note outside of the United States in compliance with Regulation S or that is not a Qualified Purchaser
(or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member
or other equity owner of which is a Qualified Purchaser), and in each case, that does not have an exemption available under the
Securities Act and the 1940 Act shall become the holder or beneficial owner of an interest in any Note, (y) any person that is
not a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each
shareholder, partner, member or other equity owner of which is a Qualified Purchaser) and also a Qualified Institutional Buyer
or (z) any holder of Notes shall fail to comply with the reporting obligations of such Noteholder (any such person, a “Non-Permitted
Holder”), the Issuer (or the Trustee on behalf of the Issuer) shall, promptly after discovery that such person is a Non-Permitted
Holder by the Issuer, or, if a responsible officer of the Trustee obtains actual knowledge, the Trustee (and notice by the Trustee
to the Issuer, if a Responsible Officer of the Trustee has actual knowledge), send notice to such Non-Permitted Holder demanding
that such Non-Permitted Holder transfer its interest to a Person that is not a Non-Permitted Holder within thirty (30) days of
the date of such notice. If such Non-Permitted Holder fails to transfer such Notes, the Issuer (or its designee) shall have the
right, without further notice to the Non-Permitted Holder, to sell such Notes or interests in such Notes to a purchaser selected
by the Issuer (or its designee) that is not a Non-Permitted Holder on such terms and by such means as the Issuer may choose in
its sole discretion. The Holder of each Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder
to the Non-Permitted Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer, any of the Issuer’s
designees, and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due
in connection with such sale, shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection
shall be determined in the sole discretion of the Issuer, and none of the Issuer, its designees or the Trustee shall be liable
to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.


 


(t)          No
Note, or any interest therein, may be acquired directly or indirectly by, for, on behalf of or with any assets of an employee benefit
plan as defined in Section 3(3) of ERISA that is subject to Part 4, Subtitle B, Title I of ERISA, any plan described in and subject
to Section 4975 of the Code (collectively, a “Plan”) or governmental, non-U.S. or church plan or arrangement
subject to any federal, state, local or non-U.S. law or regulation substantively similar or of similar effect to the foregoing
provisions of ERISA or the Code (“Similar Law”) unless it represents or is deemed to represent that its acquisition,
holding and disposition of the Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code or, in the case of a plan or other arrangement subject to Similar Law, will not constitute or result
in a non-exempt violation of Similar Law. In the case of a Physical Note, such representation shall be made in a certification
from the transferee to the Trustee; in the case of a Note other than a Physical Note, the transferee shall be deemed to have made
such representation.


 




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(u)          The
Trustee, Note Registrar and Certificate Registrar shall not be responsible for ascertaining whether any transfer complies with,
or otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable state or international
securities laws, ERISA, the Code or the 1940 Act; except that if a transfer certificate or opinion is specifically required by
the terms of this Section (or by the terms of the Trust Agreement, as applicable) to be provided to the Trustee, Note Registrar
or Certificate Registrar by a prospective transferee or transferor, the Trustee, Note Registrar or Certificate Registrar, as applicable,
shall be under a duty to receive and examine the same to determine whether it conforms substantially on its face to the applicable
requirements of this Section (or the Trust Agreement, as applicable).


 


(v)         Any
Note may be cancelled by the Note Registrar without any notice to or approval of any Noteholder in accordance with Section 4.03
or once such Note has been properly surrendered for (i) final payment, (ii) transfer and exchange or (iii) redemption. Any Note
acquired by the Issuer or otherwise surrendered for cancellation or marked as abandoned by Holder thereof will be cancelled by
the Note Registrar only upon receipt of written consent thereto from both the Servicer and the Majority Noteholders.


 


(w)          Each
Noteholder and each beneficial owner of a Note shall be deemed to acknowledge that (i) none of the Issuer, the Servicer, the Trustee,
the Owner Trustee, the Custodian, or any of their respective affiliates is acting as a fiduciary or financial or investment adviser
for such beneficial owner; and (ii) such beneficial owner has consulted with its own legal, regulatory, tax, business, investment,
financial and accounting advisors to the extent it has deemed necessary and has made its own investment decisions (including decisions
regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such
advisors as it has deemed necessary and not upon any view expressed by the Issuer, the Servicer, the Trustee, the Owner Trustee,
the Custodian or any of their respective affiliates.


 


(x)          Each
Noteholder and each beneficial owner of a Note shall be deemed to acknowledge that (i) such beneficial owner was not formed for
the purpose of investing in the Global Notes; and (ii) such beneficial owner understands that the Issuer may receive a list of
participants holding interests in the Global Notes from one or more book-entry depositories.


 


Section
4.03         Mutilated, Destroyed, Lost or Stolen Notes.


 


If (i) any mutilated
Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer and the
Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired
by a protected purchaser, the Issuer shall execute, and upon its request the Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided that if any such destroyed,
lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been
called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due
without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant
to the proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee
in connection therewith.


 




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Upon the issuance of
any replacement Note under this Section 4.03, the Issuer may require the payment by the Holder of such Note of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including
the fees and reasonable expenses of the Trustee) connected therewith.


 


Every replacement Note
issued pursuant to this Section 4.03 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder.


 


The provisions of this
Section 4.03 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.


 


Section
4.04         Payment of Principal and Interest; Defaulted Interest.


 


(a)          The
Notes shall accrue interest during each Interest Period on the basis of a 360 day year consisting of twelve 30-day months (or in
the case of the first Payment Date, an accrual period of thirty (30) days). Any installment of interest or principal, if any, payable
on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person
in whose name such Note is registered on the Record Date, by check mailed first-class, postage prepaid, to such Person’s
address as it appears on the Note Register on such Record Date, except that (i) with respect to Notes registered on the Record
Date in the name of the nominee of DTC (initially, such nominee to be Cede & Co.), such payment will be made by wire transfer
in immediately available funds to the account designated by such Person and except for the final installment of principal payable
with respect to such Note on a Payment Date or on the Legal Final Payment Date and (ii) the Redemption Price for any Note called
for redemption pursuant to Article X hereof shall be payable as provided in Section 4.04(b) or Article X hereof,
as applicable. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.


 


(b)          The
principal of each Note shall be payable on each Payment Date to the extent of funds available therefor in accordance with the Priority
of Payments as provided in the Sale and Servicing Agreement. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and
be continuing, if the Trustee with the consent or at the direction of the Majority Noteholders has declared the Notes to be immediately
due and payable in the manner provided in Section 5.02. All principal payments among the Notes shall be made in the order
and priorities set forth herein and in the Sale and Servicing Agreement and all principal payments on the Notes shall be made pro
rata to the Noteholders. The Trustee shall notify the Person in whose name a Note is registered at the close of business on
the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest
on such Note will be paid; provided that the Issuer or Servicer shall have provided the Trustee with timely notice of such
expectation. Such notice shall be mailed or transmitted by facsimile or other electronic mail prior to such final Payment Date
and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with a redemption
shall be given to Noteholders as provided in Article X.


 




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Section
4.05         Tax Treatment.


 


(a)          The
Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, state and local income
and franchise tax purposes, (i) the Notes will be treated as indebtedness secured by the Indenture Collateral and (ii) the Issuer
shall not be treated as an association, taxable mortgage pool or publicly traded partnership taxable as a corporation. The Issuer,
by entering into this Indenture, and each Noteholder, by the acceptance of any such Note (and each beneficial owner of a Note,
by its acceptance of an interest in the applicable Note), agree to treat such Notes for federal, state and local income and franchise
tax purposes as indebtedness. Each Holder of any such Note agrees that it will cause any beneficial owner of such Note acquiring
an interest in a Note through it to comply with this Indenture as to treatment of indebtedness under applicable tax law, as described
in this Section 4.05. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election
under Treasury Regulation Section 301.7701-3 whereby the Issuer or any portion thereof would be treated as a corporation for federal
income tax purposes and, except as required by the terms of this Indenture or applicable law, shall not file tax returns for the
Issuer, but shall treat the Issuer as a disregarded entity for federal income tax purposes (unless, pursuant to Section 4.05(b)(ii),
the Issuer is treated as a partnership). The provisions of this Indenture shall be construed in furtherance of the foregoing intended
tax treatment.


 


(b)          It
is the intent of the Trust Depositor, the Servicer and the Certificateholder that, for federal income tax purposes, (i) in the
event that the Trust Certificate is owned by a single beneficial owner for federal income tax purposes, the Issuer will be disregarded
as an entity separate from such beneficial owner, and the Certificateholder (and the beneficial owner of the Trust Certificate),
by acceptance of the Trust Certificate (or a beneficial interest therein), agrees to take no action inconsistent with such treatment
and (ii) in the event that the Trust Certificate is owned by more than one beneficial owner for federal income tax purposes, the
Issuer will be treated as a partnership, the partners of which are the beneficial owners of the Trust Certificate, and each Certificateholder
(and beneficial owner of the Trust Certificate), by acceptance of a Trust Certificate (or beneficial interest therein), agrees
to treat the Trust Certificate as equity and to take no action inconsistent with the treatment described herein.


 


(c)          All
payments made by the Issuer under the Notes will be made without any deduction or withholding for or on account of any tax unless
such deduction or withholding is required by applicable law, as modified by the practice of any relevant governmental revenue authority,
then in effect. If the Issuer is so required to deduct or withhold it will provide notice to the Trustee of such requirement promptly
after a Responsible Officer becomes aware thereof and the Issuer will not be obligated to pay to the holder of any such Note any
additional amounts in respect of such withholding or deduction.


 




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(d)          Each
Holder and each beneficial owner of a Note, by acceptance of such Note or its interest in such Note, shall be deemed to understand
and acknowledge that failure to provide the Issuer, the Trustee or any other party acting as Paying Agent with the applicable U.S.
federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or successor applicable form) in the case of
a person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code or an appropriate Internal
Revenue Service Form W-8 (or successor applicable form) in the case of a person that is not a “United States person”
within the meaning of Section 7701(a)(30) of the Code) or any other form prescribed by Applicable Law as a basis for claiming exemption
from or a reduction in U.S. withholding tax (including, but not limited to, any withholding tax imposed under FATCA), duly completed
together with such supplementary documentation as may be prescribed by Applicable Law to permit the Issuer to determine the withholding
or deduction required to be made, may result in amounts being withheld from payments in respect of such Note.


 


Section
4.06        Satisfaction and Discharge of Indenture.


 


(a)          The
following shall survive the satisfaction and discharge of this Indenture: (i) rights of registration of transfer and exchange,
(ii) substitution of mutilated, destroyed, lost or stolen Notes pursuant to Section 4.03, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.10, 3.19,
3.21, 3.22, 4.05, 6.07, 11.15 and the second sentence of 11.16, (v) the rights, obligations
and immunities of the Trustee hereunder (including the rights of the Trustee under Section 6.07 and the obligations of the
Trustee under Section 4.07) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them. This Indenture shall cease to be of further effect with respect to the Notes (and
the Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to the Notes) when:


 


(A)         either


 


(1)         all
Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 4.03 and (ii) Notes for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in
Section 3.03) have been delivered to the Trustee for cancellation (two Business Days prior to the final Payment Date) pursuant
to Section 4.02(v); or


 


(2)         all
Notes not theretofore delivered to the Trustee for cancellation:


 


(i)          have
become due and payable; or


 


(ii)         mature
within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Issuer;


 




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and the Issuer, in the case of
(2)(i) or (ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee cash or direct obligations
of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in
trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered
to the Trustee for cancellation when due to the Stated Maturity therefor, Redemption Date (if Notes shall have been called for
redemption pursuant to Article X), as the case may be; and


 


(B)         the Issuer has
delivered to the Trustee an Officer’s Certificate and an opinion of counsel, which may be internal counsel to the Issuer
or the Servicer and if requested by the Trustee, a certificate from a firm of acceptable public accountants, meeting the applicable
requirements of Section 11.02 and, subject to Section 11.02, stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with;


 


(C)         unless each Holder
of each Note has consented to such deposit and satisfaction and discharge of this Indenture, the Issuer has delivered to the Trustee
an opinion of U.S. tax counsel of nationally recognized standing in the United States experienced in such matters to the effect
that the Holders of the Notes would recognize no gain or loss for U.S. federal income tax purposes solely as a result of such deposit
and satisfaction and discharge of this Indenture; and


 


(D)         the Issuer has
made payment of all other sums due under this Indenture, the Trust Agreement and the Sale and Servicing Agreement.


 


(b)          By
acceptance of any Note, the Holder thereof agrees to surrender such Note to the Trustee promptly upon such Noteholder’s receipt
of the final payment thereon or as otherwise provided in the Transaction Documents.


 


Section
4.07         Application of Trust Money.


 


All moneys deposited
with the Trustee pursuant to Section 4.06 hereof shall be held in trust and applied by it, in accordance with the provisions
of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Trustee may determine, to
the Holders of Notes for the payment or redemption for which such moneys have been deposited with the Trustee, of all sums due
and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent
required herein or in the Sale and Servicing Agreement or required by law.


 


Section
4.08         Repayment of Moneys Held by Paying Agent.


 


In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Paying Agent other than
the Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the
Trustee to be held and applied according to Section 3.05 and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.


 




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ARTICLE
V

REMEDIES


 


Section
5.01        Events of Default.


 


Any one of the following
events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body) shall constitute an “Event of Default”:


 


(i)          failure
to pay all accrued interest on the Notes on any Payment Date and such failure continues unremedied for two (2) or more Business
Days;


 


(ii)         failure
to pay the Outstanding Principal Balance of the Notes by the Legal Final Payment Date;


 


(iii)        the
Issuer or the Servicer shall fail to make any other required payment on any Payment Date and such failure continues for a period
of two (2) or more Business Days;


 


(iv)        the
aggregate Outstanding Principal Balance of the Notes exceeds the Borrowing Base for a period of three (3) consecutive calendar
months (after giving effect to all distributions on such Payment Dates);


 


(v)         other
than as expressly set forth in this definition of “Event of Default”, a default in the observance or performance of
any material covenant or agreement of the Issuer, the Trust Depositor or the Seller made in this Indenture or any other Transaction
Document, and such default has a material adverse effect on the Noteholders, which default continues unremedied for a period of
30 days after the first to occur of (A) actual knowledge thereof by a Responsible Officer of the Issuer, the Trust Depositor or
the Seller or (B) there shall have been given, by registered or certified mail, to the Issuer, the Trust Depositor or the Seller
by the Trustee, a written notice specifying such default and requiring it to be remedied and stating that such notice is a notice
of default hereunder;


 


(vi)        any
representation, warranty, certification or written statement of the Issuer made in the Transaction Documents or in any certificate
or written statement delivered under this Indenture or in connection herewith shall prove to have been incorrect in any respect
as of the time when made and the circumstance or condition in respect of which such representation or warranty was incorrect, and
such incorrectness has a material adverse effect on the Noteholders and which default continues unremedied for a period of 30 days
after the first to occur of (A) actual knowledge thereof by a Responsible Officer of the Issuer, or (B) the delivery to the Issuer
by the Trustee, by registered or certified mail, a written notice specifying such incorrect representation or warranty and requiring
it to be remedied and stating that such notice is a notice of default hereunder;


 


(vii)       the
Trustee fails to have a first priority security interest in the Issuer Property;


 




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(viii)      there
occurs the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Trust Depositor,
the Issuer or any substantial part of the Indenture Collateral in an involuntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Trust Depositor, the Issuer or for any substantial part of the Indenture Collateral, or
ordering the winding-up or liquidation of the Trust Depositor’s or the Issuer’s affairs, and such decree or order shall
remain unstayed and in effect for a period of 30 consecutive days;


 


(ix)         there
occurs the commencement by the Trust Depositor or the Issuer of a voluntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or the consent by the Trust Depositor or the Issuer to the entry of
an order for relief in an involuntary case under any such law, or the consent by the Trust Depositor or the Issuer to the appointment
or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Trust Depositor
or the Issuer or for any substantial part of the Indenture Collateral, or the making by the Trust Depositor or the Issuer of any
general assignment for the benefit of creditors, or the failure by the Trust Depositor or the Issuer generally to pay its debts
as such debts become due, or the taking of any action by the Trust Depositor or the Issuer in furtherance of any of the foregoing;


 


(x)          the
Trustee, on behalf of the Noteholders, shall fail to have a valid and perfected first priority security interest in the Indenture
Collateral except as otherwise expressly permitted to be released in accordance with the applicable Transaction Document, and such
failure to have a perfected first priority security interest shall have a material adverse effect on the Noteholders; or


 


(xi)         a
Servicer Termination Event occurs and is continuing.


 


Section
5.02         Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default
should occur and be continuing (other than an Event of Default specified in Sections 5.01(viii) or (ix)), then and
in every such case the Trustee may, and shall at the direction of the Super-Majority Noteholders, declare the Notes to be immediately
due and payable by a notice in writing to the Issuer (who shall promptly forward the same to the Rating Agency) and the Owner Trustee
(and to the Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of the Notes, together
with accrued and unpaid interest thereon, through the date of acceleration, shall become immediately due and payable. If an Event
of Default specified in Sections 5.01(viii) or (ix) occurs, the unpaid principal amount of the Notes, together with
accrued and unpaid interest thereon, through the date of acceleration, shall automatically, and without any notice to the Issuer,
become immediately due and payable.


 


At any time after such
declaration or automatic occurrence of acceleration of maturity and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article V provided, the Super-Majority Noteholders, by written notice
to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if the Issuer has paid or deposited
with the Trustee a sum sufficient to pay:


 




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(A)         all
payments of principal and interest on the Notes, and all other amounts that would then be due hereunder, upon the Notes if the
Event of Default giving rise to such acceleration had not occurred; and


 


(B)         all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee
and its agents and counsel


 


No such rescission
or annulment shall affect any subsequent default or impair any right consequent thereto.


 


If the Notes are accelerated
following an Event of Default specified in Sections 5.01(viii) or (ix), then on each Payment Date on or after such
Event of Default, payments will be made by the Trustee from all funds available to it in the same order of priority as that provided
for in Section 7.06(c) of the Sale and Servicing Agreement.


 


Section
5.03        Collection of Indebtedness and Suits for Enforcement by Trustee.


 


(a)          The
Issuer covenants that if (i) default is made in the payment of any interest on any Note, or (ii) default is made in the payment
of the principal of or any installment of the principal of any Note, when the same becomes due and payable, and in each case such
default continues for a period of two (2) Business Days, the Issuer will, upon demand of the Trustee, pay to it, for the benefit
of the Noteholders, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue
principal, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.


 


(b)          In
case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express
trust, with the consent of the Majority Noteholders and subject to the provisions of Section 11.15 hereof may institute
a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and
may enforce the same against the Issuer or other obligor upon the Notes and collect in the manner provided by law out of the Indenture
Collateral, wherever situated, the moneys adjudged or decreed to be payable.


 


(c)          If
an Event of Default occurs and is continuing, and the Notes have been declared due and payable and such declaration and its consequences
have not been rescinded and annulled, the Trustee subject to the provisions of Section 5.04 and Section 11.15 hereof
may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the
rights of the Noteholders by such appropriate Proceedings as the Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by
law.


 




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(d)          In
case there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Indenture Collateral,
Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Issuer or its property or such other Person, or in case of any other comparable
judicial Proceedings relative to the Issuer, or to the creditors or property of the Issuer, the Trustee, irrespective of whether
the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered,
by intervention in such Proceedings or otherwise:


 


(i)          to
file and prove a claim or claims for the whole amount of principal and interest, as applicable, owing and unpaid in respect of
the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;


 


(ii)         unless
prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby
trustee or Person performing similar functions in any such Proceedings;


 


(iii)        to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and of the Trustee on their behalf;


 


(iv)        to
file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and


 


(v)         to
participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter;


 


and any trustee, receiver,
liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders,
to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee
and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith.


 


(e)          Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid,
to vote for the election of a trustee in bankruptcy or similar Person.


 




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(f)          All
rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without
the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.


 


(g)          In
any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture
to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be
necessary to make any Noteholder a party to any such Proceedings.


 


Section
5.04        Remedies; Priorities.


 


(a)          If
an Event of Default has occurred and is continuing, and the Notes have been declared due and payable and such declaration and its
consequences have not been rescinded and annulled, subject to the provisions of Section 11.15 hereof, the Trustee may do
one or more of the following (subject to the provisions of this Section 5.04 and Section 5.15):


 


(i)          institute
Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under
this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer
and any other obligor upon such Notes moneys adjudged due;


 


(ii)         institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Indenture Collateral;


 


(iii)        exercise
any remedies as a secured party under the relevant UCC and take any other appropriate action under applicable law to protect and
enforce the rights and remedies of the Trustee and the Holders of the Notes; and


 


(iv)        sell
the Indenture Collateral or any portion thereof or rights or interest therein at one or more public or private sales called and
conducted in any matter permitted by law;


 


provided, however,
that the Trustee may not sell or otherwise liquidate the Indenture Collateral following and during the continuance of an Event
of Default unless (A) the Notes have been declared or otherwise become immediately due and payable in accordance with Section
5.02 and such declaration or acceleration and its consequences have not been rescinded and annulled and (B) either (1) the
proceeds of such Sale or liquidation are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal
and interest (including any interest payable pursuant to Section 7.06(a)(6) or 7.06(c)(4)) of the Sale and Servicing
Agreement, (2) the Trustee determines that the Indenture Collateral would not be sufficient on an ongoing basis to make all payments
on the Notes as those payments would have become due had the Notes not been declared due and payable and the Super-Majority Noteholders
(excluding Notes held by the Trust Depositor, the Seller, the Servicer or any of their respective affiliates) consent to such Sale
or (3) 100% of the holders of the outstanding Notes (excluding Notes held by the Trust Depositor, the Seller, the Servicer or any
of their respective affiliates) consent to such Sale. In determining whether the proceeds of such Sale or liquidation distributable
to the Noteholders and the other parties entitled thereto are sufficient to discharge in full the amounts referenced in clause
(B)(1) above, the Trustee may, but need not, obtain, at the Issuer’s expense, and rely upon an opinion of an independent
accountant or an investment banking firm of national reputation as to feasibility of such proposed action and as to the sufficiency
of the expected sales proceeds of the Indenture Collateral for such purpose.


 




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(b)          If
the Trustee collects any money pursuant to this Article V, it shall distribute such money in accordance with Section
7.06(c) of the Sale and Servicing Agreement. The Trustee may fix a record date and distribution date (which may be a date other
than a Payment Date) for any payment to Noteholders pursuant to this Section 5.04. At least five days before such record
date, the Issuer shall mail to each Noteholder and the Trustee a notice that states the record date, the distribution date and
the amount to be paid.


 


Section
5.05        [Reserved].


 


Section
5.06        Limitation of Suits.


 


No Holder of any Note
shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 11.15 hereof:


 


(i)          such
Holder has previously given written notice to the Trustee of a continuing Event of Default;


 


(ii)         prior
to the payment in full of Notes, the Noteholders evidencing not less than 25% of the aggregate Outstanding Principal Balance of
the Notes have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its capacity
as Trustee hereunder;


 


(iii)        such
Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in complying with such request;


 


(iv)        the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings;
and


 


(v)         prior
to the payment in full of the Notes, no direction inconsistent with such written request has been given to the Trustee during such
60 day period by the Holders of a majority of the Outstanding Principal Balance of the Notes.


 


It is understood and
intended that no one or more of the Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek
to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein
provided.


 




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In the event the Trustee
shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing
less than a majority of the Aggregate Outstanding Principal Balance of the Notes then entitled to make such request, the Trustee
shall take the action requested by the Holders of the Notes representing the greatest percentage of the Aggregate Outstanding Note
Balance to determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.


 


Section
5.07         Unconditional Rights of Noteholders To Receive Principal and Interest.


 


Notwithstanding any
other provisions in this Indenture, but subject to Section 11.15 hereof, the Holder of any Note shall have the right, which
is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective
due dates thereof expressed in such Note or in this Indenture and such right shall not be impaired without the consent of such
Holder.


 


Section
5.08         Restoration of Rights and Remedies.


 


If the Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued
or abandoned for any reason or has been determined adversely to the Trustee or to such Noteholder, then and in every such case
the Issuer, the Trustee and the Noteholders 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 Trustee and the Noteholders shall continue as
though no such Proceeding had been instituted.


 


Section
5.09         Rights and Remedies Cumulative.


 


No right or remedy
herein conferred upon or reserved to the Trustee or to the Noteholders 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
5.10         Delay or Omission Not a Waiver.


 


No delay or omission
of the Trustee or any Holder of any Note in the exercise of any right or remedy accruing upon any Default or Event of Default shall
impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every
right and remedy given by this Article V or by law to the Trustee or to the Noteholders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be.


 




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Section
5.11        Control by Noteholders.


 


The Majority Noteholders
shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee
with respect to the Notes or exercising any trust or power conferred on the Trustee; provided that:


 


(i)          such
direction shall not be in conflict with any rule of law or with this Indenture;


 


(ii)         the
Super-Majority Noteholders or 100% of the Noteholders (as applicable) may provide any direction to the Trustee to sell or liquidate
the Indenture Collateral pursuant to the express terms of Section 5.04; and


 


(iii)        the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.


 


Notwithstanding the
rights of Noteholders set forth in this Section 5.11, subject to Section 6.01, the Trustee need not take any action
that it determines might involve it in liability.


 


Section
5.12        Waiver of Past Defaults.


 


Prior to the declaration
of the acceleration of the maturity of the Notes as provided in Section 5.02, the Majority Noteholders may waive any past
Event of Default and its consequences except an Event of Default with respect to payment of principal or interest, as applicable,
on any of the Notes or in respect of a covenant or provision hereof which cannot be modified or amended without the waiver or consent
of each of the Holders of the Outstanding Notes affected thereby. In the case of any such waiver, the Issuer, the Trustee and the
Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Event of Default or impair any right consequent thereto.


 


Upon any such waiver,
any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereto.


 


Section
5.13        Undertaking for Costs.


 


All parties to this
Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof 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 Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, 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
attorneys’ 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 5.13 shall not apply to (i) any suit instituted
by the Trustee, (ii) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 25% of the Aggregate Outstanding Principal Balance or (iii) any suit instituted by any Noteholder for the enforcement of the
payment of principal or interest, as applicable, on any Note on or after the respective due dates expressed in such Note and in
this Indenture.


 




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Section
5.14        Waiver of Stay or Extension Laws.


 


The Issuer 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
affect the covenants or the performance of this Indenture; and the Issuer (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 Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


Section
5.15        Sale of Indenture Collateral.


 


(a)          The
power to effect any sale or other disposition (a “Sale”) of any portion of the Indenture Collateral pursuant
to Section 5.04 is expressly subject to the provisions of Section 5.11 and this Section 5.15. The power to
effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Indenture Collateral remaining unsold,
but shall continue unimpaired until the entire Indenture Collateral shall have been sold or all amounts payable on the Notes and
under this Indenture shall have been paid. The Trustee hereby expressly waives its right to any amount fixed by law as compensation
for any Sale.


 


(b)          The
Trustee shall not in any private Sale sell the Indenture Collateral, or any portion thereof, unless the Majority Noteholders consent
to or such Noteholders as required by Section 5.11 direct the Trustee to make such Sale and:


 


(i)          the
proceeds of such Sale or liquidation are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal
and interest, as applicable, to pay all amounts then due and payable to the Trustee, the Custodian, the Backup Servicer and the
Lockbox Bank and to reimburse the Servicer for any outstanding unreimbursed Servicing Advances and Scheduled Payment Advances;
or


 


(ii)         the
Trustee determines, at the direction of Noteholders representing at least 25% of the aggregate Outstanding Principal Balance of
the Notes, that the conditions for liquidation of the Indenture Collateral set forth in Section 5.04 are satisfied (in making
any such determination, the Trustee may rely upon an opinion of an Independent investment banking firm obtained and delivered as
provided in Section 5.04).


 


(c)          In
connection with a Sale of all or any portion of the Indenture Collateral:


 


(i)          other
than in the case of a Sale of any Loan as contemplated by the Sale and Servicing Agreement, any Holder or Holders of Notes (other
than the Trust Depositor) 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 may, in paying the purchase money therefor,
deliver any Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds
of such Sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon,
shall be returned to the Holders thereof after being appropriately stamped to show such partial payment;


 




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(ii)         other
than in the case of a Sale of any Loan as contemplated by the Sale and Servicing Agreement, the Trustee may bid for and acquire
the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted
by, Requirements of Law in connection therewith, may purchase all or any portion of the Indenture Collateral in a private sale,
and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the
sum of (A) the amount which would be distributable to the Holders of the Notes as a result of such Sale in accordance with Section
5.04(b) on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in
connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale
or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Trustee shall be held
and dealt with by it in accordance with the provisions of this Indenture;


 


(iii)        the
Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Indenture
Collateral in connection with a Sale thereof;


 


(iv)        the
Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any
portion of the Indenture Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale;


 


(v)         the
Trustee shall use commercially reasonable efforts to maximize the proceeds of any such Sale of the Indenture Collateral;


 


(vi)        no
purchaser or transferee at such a Sale shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction
of any conditions precedent or see to the application of any moneys; and


 


(vii)       all
proceeds received by the Trustee in connection with the liquidation or sale of the Indenture Collateral shall be deposited into
the Collection Account no later than two (2) Business Days following receipt thereof.


 


Section
5.16        Action on Notes.


 


The Trustee’s
right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application
of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the
Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of
any execution under such judgment upon any portion of the Indenture Collateral or upon any of the assets of the Issuer. Any money
or property collected by the Trustee shall be applied in accordance with Section 5.04(b).


 




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Section
5.17        Performance and Enforcement of Certain Obligations.


 


(a)          Promptly
following a request from the Trustee to do so, the Issuer shall take all such lawful action as the Trustee at the direction of
the Majority Noteholders may request to compel or secure the performance and observance by the Seller, the Trust Depositor and
the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents,
and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with
the Transaction Documents to the extent and in the manner directed by the Trustee, including the transmission of notices of default
to the Seller, the Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings
to compel or secure performance by the Seller, the Trust Depositor or the Servicer of each of their obligations under the Transaction
Documents.


 


(b)          If
a Servicer Default has occurred and is continuing, the Trustee, at the direction of the Majority Noteholders, shall exercise all
rights, remedies, powers, privileges and claims of the Issuer against the Servicer under or in connection with the Sale and Servicing
Agreement, including the right or power to take any action to compel or secure performance or observance by the Servicer, of its
obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the
Sale and Servicing Agreement, and any right of the Issuer to take such action shall not be suspended.


 


ARTICLE
VI

THE TRUSTEE


 


Section
6.01        Duties of Trustee.


 


(a)          If
an Event of Default has occurred and is continuing, of which a Responsible Officer of the Trustee has actual knowledge, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs with respect
to the Indenture Collateral.


 


(b)          Except
during the continuance of an Event of Default:


 


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


 


(ii)         in
the absence of bad faith on its part, the Trustee 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 Trustee and conforming to the requirements of
this Indenture; however, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their
face to the requirements of this Indenture.


 


(c)          The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct
or bad faith, except that:


 


(i)          this
paragraph does not limit the effect of paragraph (b) of this Section 6.01;


 




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(ii)         the
Trustee shall not be liable for any error of judgment made in good faith by the Trustee unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and


 


(iii)        the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 5.11.


 


(d)          Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c),
(g) and (i) of this Section 6.01.


 


(e)          The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.


 


(f)          Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law or the terms of this
Indenture or the Sale and Servicing Agreement.


 


(g)          The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, to expend or risk
its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or to honor the request
or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholder or Noteholders shall have offered to
the Trustee security or indemnity against the costs, expenses, and liabilities reasonably satisfactory to the Trustee that might
be incurred by it in compliance with the request or direction. Anything in this Indenture to the contrary notwithstanding, in no
event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits).


 


(h)          Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section 6.01.


 


(i)          The
Trustee shall not be deemed to have notice of any Event of Default or Servicer Default, breach of representation or warranty, or
other event unless a Responsible Officer assigned to and working in the Trustee’s Corporate Trust Office has actual knowledge
thereof or has received written notice of thereof in accordance with this Indenture.


 


Section
6.02        Rights of Trustee.


 


(a)          The
Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document.


 


(b)          Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on an Officer’s Certificate.


 


(c)          The
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys or a custodian or nominee, and the Trustee shall not be responsible for any misconduct or negligence on the part of,
or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.


 




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(d)          The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers; provided that the Trustee’s conduct does not constitute willful misconduct, negligence or bad
faith.


 


(e)          The
Trustee may consult with counsel, and the advice of counsel or an Opinion of Counsel with respect to legal matters relating to
this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with such advice of counsel or such Opinion of Counsel.


 


(f)          The
Trustee shall not be bound to (i) make any investigation into the performance of the Issuer or the Servicer under this Indenture
or any other Transaction Document or into the matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note or other document or (ii) institute, conduct or defend litigation or investigate
any matter unless requested to do so in writing by the Noteholders evidencing not less than 25% of the Aggregate Outstanding Principal
Balance.


 


(g)          The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(h)          In
the event that the Trustee is also acting in the capacity of Custodian, Backup Servicer, Securities Intermediary, Lockbox Bank,
Paying Agent, Note Registrar or Certificate Registrar hereunder or under the other Transaction Documents, the rights, protections,
immunities and indemnities afforded the Trustee pursuant to this Article VI shall also be afforded to the Trustee in such
capacities.


 


(i)          Whenever
in the administration of this Indenture the Trustee shall (i) deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officer’s Certificate or (ii) be required to determine the value of
any Indenture Collateral or funds hereunder or the cash flows projected to be received therefrom, the Trustee may, in the absence
of bad faith on its part, rely on reports of nationally recognized accountants (which may or may not be the Independent Accountants
appointed by the Issuer pursuant to Section ‎9.05 of the Sale and Servicing Agreement), investment bankers or
other persons qualified to provide the information required to make such determination, including nationally recognized dealers
in securities of the type being valued and securities quotation services.


 


(j)          Nothing
herein shall be construed to impose an obligation on the part of the Trustee to recalculate, evaluate or verify or independently
determine the accuracy of any report, certificate or information received from the Issuer or Servicer (unless and except to the
extent otherwise expressly set forth herein).


 




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(k)          Any
permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a
duty.


 


(l)          The
Trustee shall be without liability for any damage or loss resulting from or caused by events or circumstances beyond it’s
reasonable control including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension
of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures
or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance,
acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar
events or acts; errors by the Issuer or Servicer (including any Responsible Officer) in its instructions to the Trustee; or changes
in applicable law, regulation or orders.


 


(m)          The
Trustee shall not be required to take any action it is directed to take under this Indenture if the Trustee reasonably determines
in good faith that the action so directed would subject U.S. Bank in its individual capacity to personal liability, is contrary
to law or is inconsistent with the terms of this Indenture or any other Transaction Document.


 


(n)          The
Trustee shall not be liable for failure to perform its duties hereunder if such failure is a direct or proximate result of another
party’s failure to perform its obligations hereunder unless such other party’s failure is caused by the Trustee’s
willful misconduct, bad faith or negligence.


 


Section
6.03         Individual Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not Trustee. Any Note Registrar, co-registrar, Paying Agent or co-paying agent may
do the same with like rights. However, the Trustee must comply with Section 6.11.


 


Section
6.04         Trustee’s Disclaimer.


 


The Trustee shall not
be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Sale and Servicing Agreement,
the Trust Agreement, the Notes or any other Transaction Document, the validity or sufficiency of any security interest intended
to be created or the characterization of the Notes for tax purposes, it shall not be accountable for the Issuer’s use of
the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document
issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.


 


Section
6.05         Notice of Event of Default.


 


The Trustee shall mail
to each Noteholder, the Servicer (who shall promptly forward the same to the Rating Agency, for so long as any of the Notes are
Outstanding) and the Owner Trustee notice of an Event of Default within 30 days after the Trustee has actual knowledge thereof
in accordance with Section 6.01.


 




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Section
6.06         Reports by Trustee to Holders.


 


The Trustee shall deliver
to each Noteholder such information in its possession as may be required to enable such holder to prepare its federal and state
income tax returns. In addition, upon the Issuer’s or a Noteholder’s written request, the Trustee shall promptly furnish
information reasonably requested by the Issuer or such Noteholder that is reasonably available to the Trustee to enable the Issuer
or such Noteholder to perform its federal and state income tax reporting obligations.


 


The Trustee shall not
be responsible for any tax reporting, disclosure, record keeping or list maintenance requirements of the Issuer under Internal
Revenue Code sections 6011(a), 6111(d) or 6112, including, but not limited to, the preparation of IRS Form 8886 pursuant to Treasury
Regulations Section 1.6011-4(d) or any successor provision and any required list maintenance under Treasury Regulations Section
301.6112-1 or any successor provision.


 


Section
6.07         Compensation and Indemnity.


 


The Issuer shall pay
to the Trustee on each Payment Date reasonable compensation for its services under this Indenture and the other Transaction Documents
in accordance with the Priority of Payments and pursuant to the separate fee agreement between the Trustee and the Issuer. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall
reimburse the Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition
to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances
of the Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify, defend and hold harmless the Trustee
and its officers, directors, employees and agents for and against any and all loss, liability or expense (including attorneys’
fees) incurred by it in connection with the administration of this Indenture and the performance of its duties hereunder and under
the other Transaction Documents, including the reasonable costs and expenses of defending themselves against any claim, loss, damage
or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any
other Transaction Documents and any reasonable and documented legal fees or other expenses incurred by the Trustee in connection
with the enforcement of the Issuer’s contractual and indemnification obligations herein. The Trustee shall notify the Issuer
and the Trust Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer and
the Trust Depositor shall not relieve the Issuer of its obligations hereunder or under the Trust Agreement. The Issuer need not
reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own
willful misconduct, negligence or bad faith, except that the Trustee shall not be liable (i) for any error of judgment made by
it in good faith unless it is proved that the Trustee was negligent in ascertaining the pertinent facts, (ii) for any action it
takes or omits to take in good faith in accordance with directions received by it from the Holders of the Notes in accordance with
the terms hereunder, or (iii) for interest on any money received by it except as the Trustee and the Issuer may agree in writing.
The Issuer shall assume (with the consent of the Trustee, such consent not to be unreasonably withheld) the defense of claim for
indemnification hereunder and any settlement of any such claim and pay all expenses in connection therewith, including reasonable
counsel fees. If the consent of the Trustee required in the immediately preceding sentence is unreasonably withheld, the Issuer
is relieved of its indemnification obligations hereunder with respect thereto. The obligations of the Issuer set forth in this
Section 6.07 are subject in all respects to Section 11.15(b).


 




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The Trustee hereby
agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship
or other similar laws now or hereafter in effect against the Issuer for the non-payment to the Trustee of any amounts provided
by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect,
after the payment in full of all Notes issued under this Indenture.


 


The amounts payable
to the Trustee pursuant to this Section 6.07 shall not, except as provided by Section 7.06 of the Sale and Servicing Agreement,
exceed on any Payment Date the limitation on the amount thereof described in the Priority of Payments for such Payment Date and
in the definition of Administrative Expenses in the Sale and Servicing Agreement; provided that (i) the Trustee shall not
institute any proceeding for payment of any amount payable hereunder except in connection with an action pursuant to Section
5.03 or 5.04 for the enforcement of the lien of this Indenture for the benefit of the Noteholders and (ii) the Trustee
may only seek to enforce payment of such amounts in conjunction with the enforcement of the rights of the Noteholders in the manner
set forth in Section 5.04.


 


The Trustee shall,
subject to the Priority of Payments, receive amounts pursuant to this Section 6.07 and Section 7.06 of the Sale and Servicing
Agreement, and only to the extent that the payment thereof would not result in an Event of Default and the failure to pay such
amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 6.08, the Trustee shall continue
to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder
and hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship
or other similar laws now or hereafter in effect against the Issuer for the nonpayment to the Trustee of any amounts provided by
this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after
the payment in full of all Notes issued under this Indenture.


 


The Issuer’s
payment obligations and indemnity to the Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture
and resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of an Event of Default specified
in clauses (vi) or (vii) of the definition of “Event of Default” with respect to the Issuer, the expenses
are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal
or state bankruptcy, insolvency or similar law.


 


Section
6.08         Replacement of Trustee.


 


No resignation or removal
of the Trustee shall become effective until the appointment of a successor Trustee pursuant to this Section 6.08 and that
meets the criteria set forth in Section 6.11 has become effective. The Trustee may resign at any time upon at least 30 days
written notice by so notifying the Issuer and the Noteholders of that resignation. The Majority Noteholders or the Issuer, with
the written consent of the Majority Noteholders, may remove the Trustee without cause upon at least 30 days written notice by so
notifying the Trustee in writing (a copy of which notice shall promptly be provided by the Issuer to the Rating Agency). The Issuer
shall remove the Trustee if:


 




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(i)          the
Trustee fails to comply with Section 6.11;


 


(ii)         the
Trustee is adjudged bankrupt or insolvent;


 


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


 


(iv)        the
Trustee otherwise becomes incapable of acting; or


 


(v)         the
Trustee defaults in any of its obligations under the Transaction Documents and such default is not cured within 30 days after a
Responsible Officer of the Trustee receives written notice of such default.


 


If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein
as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Upon the appointment becoming
effective, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all
the rights, powers and duties of the Trustee under this Indenture. No successor Trustee shall accept appointment as provided in
this Section 6.08 unless at the time of such appointment becoming effective such Person shall be eligible under the provisions
of Section 6.11. The retiring Trustee shall promptly transfer all property (including all Indenture Collateral) held by
it as Trustee to the successor Trustee and shall execute and deliver such instruments and such other documents as may reasonably
be required to more fully and certainly vest and confirm in the successor Trustee all such rights, powers, duties and obligations.


 


If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Majority
Noteholders may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


Notwithstanding the
replacement of the Trustee pursuant to this Section 6.08, the Issuer’s obligations under Section 6.07 shall
continue for the benefit of the retiring Trustee.


 


Upon the appointment
of a successor Trustee as provided in this Section 6.08, the successor Trustee shall mail notice of such succession hereunder
at the expense of the Issuer to all Holders of Notes at their addresses as shown in the Note Register.


 


Section
6.09         Successor Trustee by Merger.


 


If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee;
provided that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11.


 




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In case at the time
such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which
it is anywhere provided for in the Notes or in this Indenture.


 


Section
6.10        Appointment of Co-Trustee or Separate Trustee.


 


(a)          Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Indenture Collateral may at the time be located, the Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of
all or any part of the Indenture Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such interest to the Indenture Collateral, or any part hereof, and, subject to the other provisions of this Section
6.10, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 6.11
and no notice to the Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08
hereof. No appointment of a co-trustee or a separate trustee shall relieve the Trustee of its duties and obligations hereunder.


 


(b)          Every
separate trustee and co-trustee 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 Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the holding of title to the Indenture Collateral or
any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Trustee;


 


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


 


(iii)        the
Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, 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 Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including
every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 




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(d)          Any
separate trustee or co-trustee may at any time constitute the Trustee, 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 Indenture on its behalf and in its name.
If any separate trustee or co-trustee 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 Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


Section
6.11        Eligibility; Disqualification.


 


The Trustee hereunder
shall at all times (i) be a national banking association or banking corporation or trust company organized and doing business under
the laws of any state or the United States, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have
a combined capital and surplus of at least $50,000,000, (iv) have unsecured and unguaranteed long-term debt obligations rated investment
grade or better by Morningstar, S&P and Moody’s, in each case to the extent that such rating agency has rated such Trustee,
and (v) be subject to supervision or examination by federal or state authority. If such banking association publishes reports of
condition at least annually, pursuant to Applicable Law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 6.11 its combined capital and surplus shall be deemed to be as set forth in its most
recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.11, the Trustee shall give prompt notice to the Issuer (who shall promptly forward the same to the Rating
Agency), the Trust Depositor, the Servicer and the Noteholders that it has so ceased to be eligible to be the Trustee.


 


Section
6.12        Representations, Warranties and Covenants of the Trustee.


 


As of the Closing Date,
the Trustee hereby makes the following representations, warranties and covenants on which the Issuer, the Trust Depositor, the
Servicer and the Noteholders shall rely:


 


(a)          The
Trustee is a national banking association and trust company duly organized and validly existing under the laws of the United States.


 


(b)          The
Trustee satisfies the criteria specified in Section 6.11.


 


(c)          The
Trustee has full power, authority and legal right to execute, deliver and perform this Indenture and the other Transaction Documents
to which it is a party and has taken all necessary action to authorize the execution, deliver and performance by it of this Indenture
and the other Transaction Documents to which it is a party.


 




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(d)          The
execution, delivery and performance by the Trustee of this Indenture and the other Transaction Documents to which it is a party
shall not (i) violate any provision of any law or any order, writ, judgment or decree of any court, arbitrator or governmental
authority applicable to it or any of its assets, (ii) violate any provision of the corporate charter or by-laws of the Trustee
or (iii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation
or imposition of any lien on any properties included in the Indenture Collateral pursuant to the provisions of, any mortgage, indenture,
contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected
to materially and adversely affect the Trustee’s performance or ability to perform its duties as Trustee under this Indenture
and the other Transaction Documents to which it is a party or the transactions contemplated in this Indenture and the other Transaction
Documents to which it is a party.


 


(e)          The
execution, delivery and performance by the Trustee of this Indenture and the other Transaction Documents to which it is a party
shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking
of any other action in respect of any governmental authority or agency regulating the banking and corporate trust activities of
the Trustee.


 


(f)          This
Indenture and the other Transaction Documents to which it is a party have been duly executed and delivered by the Trustee and constitute
the legal, valid and binding agreements of the Trustee enforceable in accordance with their respective terms, subject to the effect
of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally
or the application of equitable principles in any proceeding, whether at law or in equity. The Trustee hereby agrees and covenants
that it will not, at any time in the future, deny that this Indenture and the other Transaction Documents to which it is a party
constitute its legal, valid and binding agreements.


 


(g)          The
Trustee shall not take any action, or fail to take any action, if such action or failure to take action will materially interfere
with the enforcement of any rights of the Noteholders under this Indenture or the other Transaction Documents.


 


(h)          The
Trustee is not affiliated, as that term is defined in Rule 405 under the Securities Act, with the Issuer.


 


Section
6.13        Directions to Trustee.


 


The Trustee is hereby
directed and authorized:


 


(i)          to
accept a collateral assignment of the Loans, and hold the assets of the Indenture Collateral as security for the Noteholders;


 


(ii)         to
authenticate and deliver the Notes substantially in the forms prescribed by Exhibit A in accordance with the terms of this
Indenture;


 


(iii)        to
execute and deliver the Transaction Documents to which it is a party; and


 


(iv)        to
take all other actions as shall be required to be taken by it by the terms of this Indenture and the other Transaction Documents
to which it is party.


 




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For avoidance of doubt,
in entering into and performing under the Transaction Documents to which it is a party, U.S. Bank (in all its capacities) shall
be subject to the protections, rights, indemnities and immunities afforded it under Article VI of this Indenture.


 


Section
6.14         Conflicts.


 


If a Default occurs
and is continuing and the Trustee is deemed to have a “conflicting interest” (as defined in the TIA) as a result of
acting as trustee for the Notes, the Issuer, at its expense, shall appoint a successor Trustee for the affected Notes so that there
will be a separate Trustee for such affected Notes. No such event shall alter the voting rights of the Noteholders under this Indenture
or under any of the other Transaction Documents.


 


ARTICLE
VII

NOTEHOLDERS’ LISTS AND REPORTS


 


Section
7.01         Issuer To Furnish Trustee Names and Addresses of Noteholders.


 


The Issuer will furnish
or cause to be furnished to the Trustee (a) within five (5) days after each Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Notes as of such Record Date and (b) at such other times as the
Trustee may reasonably request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form
and content as of a date not more than 10 days prior to the time such list is furnished; provided that so long as the Trustee
is the Note Registrar, no such list shall be required to be furnished.


 


Section
7.02         Preservation of Information; Communications to Noteholders.


 


(a)          The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained
in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes
received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished.


 


(b)          The
Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports,
notices, requests, demands, certificates and financial statements of the Issuer or of the Servicer furnished to the Trustee under
the Transaction Documents.


 


Section
7.03         Fiscal Year.


 


Unless the Issuer otherwise
determines, the fiscal year of the Issuer shall end on December 31 of each year. The Issuer shall notify the Trustee of any change
in its fiscal year.


 




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ARTICLE
VIII

TRANSACTION ACCOUNTS, DISBURSEMENTS AND RELEASES


 


Section
8.01         Collection of Money.


 


Except as otherwise
expressly provided herein or in the Sale and Servicing Agreement, the Trustee 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 money and other property
payable to or receivable by the Trustee pursuant to this Indenture. The Trustee shall apply all such money received by it as provided
in this Indenture. Except as otherwise expressly provided in this Indenture or in the Sale and Servicing Agreement, if any event
of default occurs in the making of any payment or performance under any agreement or instrument that is part of the Indenture Collateral,
the Trustee (at the direction of the Servicer pursuant to the Sale and Servicing Agreement) may take such action as may be appropriate
to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall
be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter
as provided in Article V.


 


Section
8.02         Transaction Accounts.


 


(a)          On
or prior to the Closing Date, the Securities Intermediary on behalf of the Issuer shall establish and maintain, in the name of
the Securities Intermediary, for the benefit of the Securityholders, the Distribution Account, the Reserve Account, the Investment
Account and the Collection Account and the Issuer shall establish the Lockbox Account as a non-interest bearing, segregated account
at the Lockbox Bank and in the name of the Securities Intermediary for the benefit of the Securityholders, in each case, as provided
in Sections 7.01, 7.02, 7.03 and 7.04 of the Sale and Servicing Agreement.


 


(b)          All
funds required to be deposited in the Collection Account with respect to the preceding Collection Period will be deposited in the
Collection Account as provided in Section 7.03 of the Sale and Servicing Agreement. On or before the last day of each Collection
Period or such other date as determined by the Trustee pursuant to Section 7.06(c) of the Sale and Servicing Agreement,
the Collections with respect to the preceding Collection Period on deposit in the Collection Account will be transferred from the
Collection Account to the Distribution Account as provided in Section 7.06 of the Sale and Servicing Agreement. On or before
the Business Day immediately preceding each Payment Date, all other amounts then on deposit in the Collection Account (including,
without limitation, any amounts deposited into the Collection Account from the Reserve Account pursuant to Section 7.02
of the Sale and Servicing Agreement) will be deposited into the Distribution Account and will remain uninvested while deposited
in the Distribution Account. The Securities Intermediary shall invest any funds in the Reserve Account as provided in the Sale
and Servicing Agreement. Funds will be deposited into the Reserve Account as provided in Section 7.06 of the Sale and Servicing
Agreement.


 


(c)          On
each Payment Date or such other date as determined by the Trustee pursuant to Section 5.04(b), the Trustee, as Paying Agent,
shall distribute all amounts on deposit in the Distribution Account to Noteholders in respect of Notes and any other parties specified
in the Priority of Payments, and to the Trustee, as paying agent under the Trust Agreement, for distribution to the Holders of
the Trust Certificates in accordance with the Priority of Payments.


 


(d)          All
moneys deposited from time to time in the Distribution Account and the Reserve Account pursuant to the Sale and Servicing Agreement
and all deposits therein pursuant to this Indenture are for the benefit of the Securityholders and all investments made with such
moneys including all income or other gain from such investments are for the benefit of the Securityholders as provided by the Sale
and Servicing Agreement.


 




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(e)          The
Redemption Price described in Section 10.01 hereof shall be deposited in the Distribution Account.


 


Section
8.03         Officer’s Certificate.


 


Except for releases
or conveyances required or permitted by the Sale and Servicing Agreement and the other Transaction Documents, the Trustee shall
receive at least two Business Days’ notice when requested by the Issuer to take any action pursuant to Section 8.05(a),
accompanied by copies of any instruments to be executed, and the Trustee shall also require, as a condition to such action, an
Officer’s Certificate, in form and substance reasonably satisfactory to the Trustee, stating the effect of any such action,
outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders
in contravention of the provisions of this Indenture.


 


Section
8.04         Termination Upon Distribution to Noteholders.


 


Subject to Section
4.06, this Indenture and the respective obligations and responsibilities of the Issuer and the Trustee created hereby shall
terminate upon the distribution to the Noteholders and the Trustee of all amounts required to be distributed to such parties pursuant
to the applicable provisions of this Indenture and the Sale and Servicing Agreement.


 


Section
8.05         Release of Indenture Collateral.


 


(a)          Subject
to the payment of its fees and reasonable expenses, the Trustee may, and when required by the provisions of this Indenture shall,
execute instruments to release property from the lien of this Indenture, or convey the Trustee’s interest in the same, in
a manner and under circumstances that are not inconsistent with the provisions of this Indenture, the Sale and Servicing Agreement
and the other Transaction Documents. No party relying upon an instrument executed by the Trustee as provided in Article IV
hereunder shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent,
or see to the application of any moneys. The Trustee shall not release any Loan from the lien of this Indenture in connection with
a sale of such Loan to an Affiliate of the Servicer or the Issuer without first receiving an Officer’s Certificate of the
Servicer in the form of Exhibit F to the Sale and Servicing Agreement. The Trustee shall make copies of any such Officer’s
Certificate available to any Noteholder upon written request of such Noteholder, subject to Section 11.01.


 


(b)          The
Trustee shall, at such time as (i) there are no Notes Outstanding and (ii) all sums due the Trustee pursuant to this Indenture
have been paid, release any remaining portion of the Indenture Collateral that secured the Notes from the lien of this Indenture.
The Trustee shall release property from the lien of this Indenture pursuant to this Section 8.05(b) only upon receipt of
a request from the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent
to such release have been satisfied.


 




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ARTICLE
IX

SUPPLEMENTAL INDENTURES


 


Section
9.01        Supplemental Indentures Without Consent of Noteholders.


 


(a)          Without
the consent of the Holders of any Notes but with prior written notice to all Noteholders, the Rating Agency and the Servicer, the
Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into a supplemental indenture,
in form reasonably satisfactory to the Trustee, for any of the following purposes; provided that the Issuer shall only enter
into a supplemental indenture in compliance with Section 4.01(d) of the Trust Agreement and Section 9.06 hereof:


 


(i)          to
correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey
and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the
lien of this Indenture additional property;


 


(ii)         to
evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption
by any such successor of the covenants of the Issuer herein and in the Notes;


 


(iii)        to
add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred
upon the Issuer;


 


(iv)        to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee;


 


(v)         to
cure any ambiguity or manifest error, to correct or supplement any provision in this Indenture or in any supplemental indenture
that may be defective or inconsistent with any other provision herein or in any supplemental indenture or to make any modification
that is of a formal, minor or technical nature;


 


(vi)        to
evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add
to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder
by more than one trustee, pursuant to the requirements of Article VI;


 


(vii)       to
add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication
and delivery of Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed;


 


(viii)      to
modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any changes in Applicable Law
or regulations (or the interpretation thereof);


 


(ix)         to
enable the Issuer or the Trustee to rely upon any exemption from registration under the Securities Act or the 1940 Act or to remove
restrictions on resale or transfer to the extent required under Applicable Law or otherwise make any changes necessary to comply
with changes to U.S. securities laws or the regulations implementing such laws;


 




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(x)          to
evidence or implement any change to this Indenture required by regulations or guidelines enacted to support the USA PATRIOT Act;


 


(xi)         to
comply with any changes to the Code or the regulations implementing the Code;


 


(xii)        to
reflect any written change to the guidelines, methodology or standards established by any Rating Agency that are applicable to
this Indenture;


 


(xiii)       to
conform this Indenture to the Offering Memorandum;


 


(xiv)      to
amend, modify or otherwise accommodate changes to this Indenture relating to compliance with Rule 17g-5 under the Exchange Act
or to permit compliance with the Dodd-Frank Act (including, without limitation, the Volcker Rule), as applicable to the Issuer,
the Trustee, the Servicer or the Notes, or to comply with any rule or regulation enacted by regulatory agencies of the U.S. federal
government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; and


 


(xv)       to
add any new provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture that
will not be inconsistent with any existing provisions of this Indenture or such supplemental indenture; provided that such
action shall not, as evidenced by an Officer’s Certificate delivered to the Trustee, adversely affect in any material respect
the interests of the Noteholders.


 


The Trustee is hereby
authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations
that may be therein contained.


 


(b)          The
Issuer and the Trustee, when authorized by an Issuer Order, may also, without the consent of any of the Holders of the Notes but
with prior notice to the Rating Agency (to be delivered by the Issuer) and the Servicer, enter into a supplemental indenture for
the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Noteholders under this Indenture (other than as included in clauses (i) through
(xiv) of Section 9.01(a) above); provided that such action shall not, as evidenced by an Officer’s Certificate
of the Servicer, materially adversely affect the interest of any Noteholder.


 


(c)          The
Issuer and the Trustee may only enter into one or more supplemental indentures pursuant to this Section 9.01, with or without
the consent of the Noteholders, to the extent that written advice from Dechert LLP or an opinion of tax counsel of nationally recognized
standing in the United States experienced in such matters is delivered to the Issuer (with a copy to the Trustee) to the effect
that such supplemental indenture will not (i) cause the Issuer to be treated as an association or publicly traded partnership taxable
as a corporation for U.S. federal income tax purposes, (ii) cause the Notes to be deemed to have been sold or exchanged under Section
1001 of the Code or (iii) cause any Notes that were characterized as indebtedness at the time of issuance to be characterized as
other than indebtedness.


 




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(d)          In
the event that any proposed supplemental indenture pursuant to this Section 9.01, in the reasonable judgment of the Servicer
(on behalf of the Issuer) does not satisfy the proviso in Section 9.01(b), such amendment may become effective with the
consent of each Holder of a Note. It shall not be necessary for the Noteholders to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.


 


Section
9.02        Supplemental Indentures With Consent of Noteholders.


 


(a)          Except
as provided in Section 9.02(b), the Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior notice
to the Rating Agency and the Servicer and with the consent of the Majority Noteholders, enter into a supplemental indenture for
the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that the Issuer shall only
enter into a supplemental indenture in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; provided
further that (i) such action shall not, as evidenced by an Officer’s Certificate of the Servicer, materially adversely
affect the interest of any Noteholder.


 


(b)          No
supplemental indenture shall, without the consent of the Holder of each Note adversely affected thereby:


 


(i)          change
the Legal Final Payment Date for the Notes or the due date of any installment of principal of or interest on any Note or reduce
the principal amount of any Note, the Interest Rate specified for any Note or the Redemption Price with respect to any Note, change
the provisions of the Indenture relating to the application of Collections on, or the proceeds of the sale of, the assets of the
Issuer to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which,
any Note or any interest on any Note is payable;


 


(ii)         impair
the right to institute suit for the enforcement of any provisions of the Indenture regarding payment on the Notes;


 


(iii)        reduce
the percentage of the aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required for
any such supplemental indenture or for any waiver of compliance with any provision of this Indenture or defaults hereunder and
their consequences provided for in this Indenture;


 


(iv)        modify
or alter the provisions hereunder regarding the voting of Notes held by the Issuer, the Seller, the Servicer, an affiliate of any
of them or any obligor on the Notes;


 




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(v)         reduce
the percentage of the aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to
direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04;


 


(vi)        modify
any provision hereunder specifying a percentage of the Outstanding Principal Balance of the Notes necessary to amend the Indenture,
the Trust Agreement or the Sale and Servicing Agreement except to increase any percentage specified herein or to provide that certain
additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of
the Holder of each outstanding Note affected thereby;


 


(vii)       modify
any provisions hereunder in such a manner as to affect the calculation of the amount of any payment of interest or principal due
on any Note on any Payment Date or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption
of the Notes contained in the Indenture; or


 


(viii)      permit
the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Indenture
Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any
time subject hereto or deprive any Noteholder of the security provided by the lien of this Indenture.


 


(c)          Prior
to entering into any supplemental indenture pursuant to this Section 9.02, the Issuer and Trustee shall obtain the written
consent of each Holder of a Note. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve
the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance
thereof.


 


(d)          The
Issuer and the Trustee may only enter into one or more supplemental indentures pursuant to this Section 9.02, to the extent
that written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced
in such matters is delivered to the Issuer (with a copy to the Trustee) to the effect that such supplemental indenture will not
(i) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income
tax purposes, (ii) cause the Notes to be deemed to have been sold or exchanged under Section 1001 of the Code or (iii) cause any
Notes that were characterized as indebtedness at the time of issuance to be characterized as other than indebtedness.


 


(e)          Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section 9.02, the Trustee
shall forward to the Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which
such amendment or supplemental indenture relates a copy of such supplemental indenture or a notice setting forth in general terms
the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture.


 




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Section
9.03         Execution of Supplemental Indentures.


 


In executing, or permitting
the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02,
shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture and all conditions precedent have been satisfied, which Opinion of Counsel may rely upon an Officer’s
Certificate of the Servicer with respect to the effect of any such supplemental indenture on the economic interests of the Holders
of the Notes. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s
own rights, duties, liabilities or immunities under this Indenture or otherwise. The Issuer shall provide copies of each supplemental
indenture to the Rating Agency.


 


Section
9.04         Effect of Supplemental Indenture.


 


Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and
amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations,
duties, liabilities and immunities under this Indenture of the Trustee, the Issuer and the Noteholders shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.


 


Section
9.05         Reference in Notes to Supplemental Indentures.


 


Notes authenticated
and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the
Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If
the Issuer or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer,
to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in
exchange for Outstanding Notes.


 


Section
9.06         Consent of the Servicer and Owner Trustee.


 


The Issuer agrees that
it will not permit to become effective any supplemental indenture that adversely affects the obligations or rights of the Servicer
or the Owner Trustee or the amount or priority or payment of any fees or other amounts payable to the Servicer or the Owner Trustee
unless, in each such case, the Servicer or the Owner Trustee has been given prior written notice of such supplemental indenture
and has consented thereto in writing.


 




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ARTICLE
X

OPTIONAL redemption


 


Section
10.01      Optional Redemption.


 


(a)          The
Issuer may, where the aggregate Outstanding Principal Balance as of the last day of any Collection Period shall be less than or
equal to 10% of the aggregate Outstanding Principal Balance as of the Closing Date, effect an Optional Redemption, in whole but
not in part, on any Redemption Date (such Redemption Date shall be a Payment Date to be specified in a notice to be delivered to
the Issuer and the Trustee at least 15 Business Days prior to such Redemption Date) by deposit in full of the Redemption Price
in the Distribution Account for distribution to the Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New
York City time) on the business day preceding the applicable Payment Date whereupon all such Notes shall be due and payable on
the applicable Payment Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01
and Section 10.02. The Servicer or the Issuer will furnish notice of such election to the Trustee, the Owner Trustee and
the Rating Agency no later than 10 Business Days prior to the proposed Redemption Date and, provided that sufficient funds are
received by the Servicer, the Servicer on behalf of the Issuer shall deposit in the Distribution Account an amount equal to the
Redemption Price of the Notes to be redeemed on the Redemption Date.


 


(b)          The
Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with Section 10.02, on the
Redemption Date become due and payable at the Redemption Price with respect thereto and (unless such Redemption Price is not paid)
no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes
of calculating the Redemption Price. On the Redemption Date, upon deposit in full by the Servicer in the Distribution Account of
an amount equal to the Redemption Price, the Indenture Collateral (other than the Transaction Accounts) shall cease to constitute
assets of the Issuer and the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Indenture
Collateral (other than the Transaction Accounts).


 


(c)          The
portion of the Redemption Price constituting payment of principal of the Notes shall be distributed to Noteholders in accordance
with Section 7.06(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed
in accordance with Section 7.06(a) of the Sale and Servicing Agreement.


 


(d)          The
Issuer or the Servicer may withdraw any notice of Optional Redemption or specify a new Redemption Date at any time prior to the
proposed Redemption Date set forth in any prior notice of Optional Redemption by providing written notice to the Trustee, the Owner
Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Date. A withdrawal of such notice
of Optional Redemption or the inability of the Issuer to complete an Optional Redemption of the Notes will not constitute an Event
of Default.


 


Section
10.02      Form of Redemption Notice by Trustee.


 


(a)          Notice
of redemption under Section 10.01 shall be given by the Trustee by facsimile, electronic mail, overnight courier or by first-class
mail, postage prepaid, transmitted or mailed prior to the applicable Redemption Date, to each Holder of Notes, as of the close
of business on the Record Date preceding the applicable Redemption Date at such Holder’s address appearing in the Note Register.


 


(b)          All
notices of redemption shall state:


 


(i)          the
Redemption Date;


 


(ii)         the
Redemption Price;


 




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(iii)        that
the Record Date otherwise applicable to such Redemption Date, is not applicable and that, unless waived by the Issuer, payments
shall be made only upon presentation and surrender of such Notes and the place where such Notes are to be surrendered for payment
of the Redemption Price with respect thereto (which shall be the office or agency of the Issuer to be maintained as provided in
Section 3.02); and


 


(iv)        that
interest on the Notes shall cease to accrue on the Redemption Date, as applicable; provided that the Redemption, as applicable,
occurs on such date.


 


(c)          Notice
of redemption of the Notes shall be given by the Trustee in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other
Note.


 


ARTICLE
XI

MISCELLANEOUS


 


Section
11.01      Confidentiality.


 


(a)          No
Receiving Party shall use any Confidential Information except to the extent necessary to evaluate and monitor the transaction represented
by the Transaction Documents. Each Receiving Party agrees (and each Holder of a Note is deemed to agree) that it will make available
Confidential Information only to (i) its officers, employees, directors, affiliates, advisors, agents, shareholders, members, partners
and managers who have a need to know such Confidential Information for the purpose of evaluating or monitoring the transaction,
(ii) its accounting firms and legal counsel (and their respective officers, employees, directors, agents, affiliates and advisors)
and (iii) any prospective purchasers of a Note, in each case who have need to know such Confidential Information for the purposes
of evaluating or monitoring the transaction (collectively, “representatives”), and that all persons to whom
such Confidential Information is made available will be made aware of the confidential nature of such Confidential Information
and agree to be bound by the restrictions imposed by this Indenture on the use of Confidential Information. This Section 11.01
shall constitute a confidentiality agreement for purposes of Regulation FD under the Exchange Act.


 


(b)          No
Receiving Party or any of its representatives will disclose any Confidential Information to any third party, except as may be required
by law or expressly permitted pursuant to this Section 11.01.


 


(c)          Each
Receiving Party acknowledges and agrees that the breach or threatened breach of this Section 11.01 by it may result in irreparable
and continuing damage to the Disclosing Parties, for which there will be no adequate remedy at law. Accordingly, each Receiving
Party agrees that the Disclosing Parties shall be entitled, without prejudice, to all the rights and remedies available to each
of them, including an injunction or specific performance to prevent breaches or threatened breaches of any of the provisions of
this Indenture by an action instituted in a court having proper jurisdiction.


 


(d)          The
confidentiality provisions of this Section 11.01 shall remain in effect for a period commencing on the date hereof and end
two years after the Legal Final Payment Date.


 




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(e)          If
any Receiving Party or any of its affiliates or representatives is required by legal process to disclose any of the Confidential
Information, such Receiving Party shall provide the Disclosing Parties with notice of such requirement so that the Disclosing Parties
may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Indenture. If a protective
order or other remedy is not obtained, such Receiving Party, its affiliates and representatives may, without violating this Indenture,
disclose that portion of the Confidential Information that such party is legally required to disclose.


 


Section
11.02      Form of Documents Delivered to Trustee.


 


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.


 


Any certificate or
opinion of a Responsible Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to
the matters upon which the certificate or opinion is based are erroneous. Any such certificate of a Responsible Officer 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 Issuer, the Trust Depositor, or any other appropriate Person, stating that the information
with respect to such factual matters is in the possession of the Servicer, the Issuer, the Trust Depositor or such other Person,
unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.


 


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


 


Whenever in this Indenture,
in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document
as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is
intended that the truth and accuracy in all material respects, 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 Issuer to have such application granted or to the sufficiency of such certificate or report.
The foregoing shall not, however, be construed to affect the Trustee’s right to rely upon the truth and accuracy of any statement
or opinion contained in any such document as provided in Article VI.


 


Section
11.03      Acts of Noteholders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders
in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Issuer, if made in the manner provided in this Section 11.03.


 




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(b)          The
fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Trustee deems
sufficient.


 


(c)          The
ownership of Notes shall be proved by the Note Register; provided that in all cases except where otherwise required by law
or regulation, any act by a Holder of a Note may be taken by the Beneficial Owner of such Note.


 


(d)          Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder
of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted
or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such
Note.


 


Section
11.04         Notices, etc., to Trustee and Others.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted
by this Indenture shall be in writing (which writing may include electronic mail) and if such request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed with:


 


(i)          the
Trustee by any Noteholder or by the Issuer, shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing
next day delivery or by telecopy in legible form, to the Trustee addressed to it at U.S. Bank National Association, Global Corporate
Trust Services, 190 S. LaSalle Street, 7th Floor, Chicago, IL 60603, Attention: Horizon Funding Trust 2019-1, Tel: 312-332-7464,
Fax: 312-332-7996, Email: melissa.rosal@usbank.com and Nicholas.xeros@usbank.com or at any other address previously furnished in
writing to the Issuer, the Noteholder, or the Servicer by the Trustee;


 


(ii)         the
Issuer by the Trustee or by any Noteholder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, hand delivered, sent by overnight courier service or by telecopy in legible
form, to the Issuer addressed to it at c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration, Facsimile No.: (302) 636-4140, or at any other address previously
furnished in writing to the Trustee by the Issuer;


 




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(iii)        the
Servicer by the Issuer or the Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage
prepaid, hand delivered, sent by overnight courier service or by telecopy in legible form, to the Servicer addressed to Horizon
Technology Finance Corporation, 312 Farmington Avenue, Farmington, Connecticut 06032 Attention: Legal Department, Re: Horizon Funding
Trust 2019-1

Telephone: (860) 676-8654, Facsimile No.: 860-676-8655; with a copy to Horizon Technology Finance Corporation, 312 Farmington Avenue,
Farmington, Connecticut 06032, Attention: Legal Department, Re: Horizon Funding Trust 2019-1, Telephone: (860) 676-8654, Facsimile
No.: 860-676-8655; or at any other address previously furnished in writing to the Issuer or the Trustee by the Servicer; and


 


(iv)        the
Owner Trustee by the Issuer or the Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first-class
postage prepaid, hand delivered, sent by overnight courier service or by telecopy in legible form, to the Owner Trustee addressed
to Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890; Attention:
Corporate Trust Administration; Facsimile No.: (302) 636-4140.


 


(b)          Notices
required to be given to the Rating Agency shall be in writing, personally delivered or mailed by certified mail, return receipt
requested, to Morningstar, at the following address: Morningstar Credit Ratings, LLC, 4 World Trade Center, 48th Floor,
New York, New York 10007, Email: ABSMonitoring@morningstar.com; or as to each of the foregoing, at such other address as shall
be designated by written notice to the other parties; provided that no notice shall be required to be given to Morningstar
unless the Outstanding Notes is rated by Morningstar.


 


(c)          Delivery
of any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents made as provided
above will be deemed effective: (i) if in writing and delivered in Person or by overnight courier service, on the date it
is delivered; (ii) if sent by facsimile transmission, on the date that transmission is received by the recipient in legible
form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report
generated by the sender’s facsimile machine); (iii) if sent by mail, on the date that mail is delivered or its delivery
is attempted; and (iv) if sent by email, on the date of transmission; in each case, unless the date of that delivery (or attempted
delivery) or that receipt, as applicable, is not a Business Day or that communication is delivered (or attempted) or received,
as applicable, after the close of business on a Business Day, in which case that communication shall be deemed given and effective
on the first following day that is a Business Day.


 


Section
11.05      Notices to Noteholders; Waiver.


 


Where this Indenture
provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, by nationally recognized overnight courier or by first-class, postage prepaid to each Noteholder affected
by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest
date, if any, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure
to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice
with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and
until definitive Notes shall have been issued to such Noteholders, the Trustee shall give all such notices and communications specified
herein to be given to Noteholders of the book entry Notes to DTC, and shall have no obligation to such holders of the book entry
Notes.


 




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Where this Indenture
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 Noteholders shall be filed with
the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.


 


In case, by reason
of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to
mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.


 


Where this Indenture
provides for notice to the Rating Agency, 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.


 


Section
11.06      Alternate Payment and Notice Provisions.


 


Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by the Trustee or any other party acting as paying agent to such Holder, that is different
from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Trustee a copy of
each such agreement and the Trustee, at the expense of the Issuer, will cause payments to be made and notices to be given in accordance
with such agreements.


 


Section
11.07      Effect of Headings.


 


The Article and Section
headings herein are for convenience only and shall not affect the construction hereof.


 


Section
11.08      Successors and Assigns.


 


All covenants and agreements
in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements
of the Trustee in this Indenture shall bind its successors, co-trustees and agents.


 




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Section
11.09      Severability.


 


In case any provision
in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


Section
11.10      Benefits of Indenture.


 


Except as otherwise
specifically provided herein, nothing in this Indenture or in the Notes shall give to any Person, other than the parties hereto
and their successors hereunder, the Owner Trustee and the Noteholders, and any other party secured hereunder, and any other Person
with an ownership interest in any part of the Indenture Collateral, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 


Section
11.11      Legal Holidays.


 


In any case where the
date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture)
payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if
made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.


 


Section
11.12      GOVERNING LAW; JURY WAIVER.


 


(a)          THIS
INDENTURE, EACH SUPPLEMENT AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


(b)          EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. Each party hereto (i) certifies
that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto
have been induced to enter into this Indenture by, among other things, the mutual waivers and certifications in this Section
11.12(b).


 


Section
11.13      Counterparts.


 


This Indenture may
be executed in any number of counterparts (including by facsimile), each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same instrument.


 




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Section
11.14      Issuer Obligation.


 


No recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under this Indenture or any of the other Transaction Documents or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Trustee or the Owner Trustee in its individual capacity, (ii) any of the Trust Depositor, the Seller,
the Servicer and any holder of a Trust Certificate or (iii) any partner, owner, beneficiary, stockholder, manager, member, officer,
director, employee or agent of any of the parties identified in clauses (i) and (ii) or of any successor or assign
of any such Person. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder,
the Owner Trustee and the Trust Company shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust
Agreement.


 


Section
11.15      No Petition; Limited Recourse.


 


(a)          The
Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not
prior to the date which is one year and one day or, if longer, the preference period then in effect after payment in full of the
Notes rated by any Rating Agency, institute against the Trust Depositor or the Issuer, or join in any institution against the Trust
Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this
Indenture or any of the other Transaction Documents.


 


(b)          Notwithstanding
any other provisions of the Notes, this Indenture or any other Transaction Document, the obligations of the Issuer under the Notes
and this Indenture and any other Transaction Document are limited recourse obligations of the Issuer payable solely from the Indenture
Collateral in accordance with the Priority of Payments and, following realization of the Indenture Collateral and distribution
in accordance with the Priority of Payments, any claims of the Noteholders, and any other parties to any Transaction Document shall
be extinguished. No recourse shall be had against any officer, administrator, member, director, employee, security holder, holder
of a beneficial interest in or incorporator of the Issuer or their respective successors or assigns for the payment of any amounts
payable under the Notes, this Indenture or any other Transaction Document. It is understood that the foregoing provisions of this
Section 11.15(b) shall not (i) prevent recourse to the Loan Assets or the Indenture Collateral for the sums due or to become
due under any security, instrument or agreement which is part of the Loan Assets or the Indenture Collateral or (ii) constitute
a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture or payable
under any other Transaction Document until such Loan Assets and such Indenture Collateral have been realized and distributed in
accordance with the Priority of Payments and the other applicable provisions of the Transaction Documents, whereupon any such outstanding
indebtedness or obligation shall be extinguished. Except as otherwise provided hereunder or agreed in writing among the parties
hereto, the Issuer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger
or consolidation with respect to the issuer of any securities held hereunder, and, in general, to exercise each and every other
power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own
assets and investment, including power to vote upon any securities.


 




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Section
11.16      Inspection; Confidentiality.


 


The Issuer agrees that,
on reasonable prior notice, it will permit any representative of the Trustee, upon reasonable notice and during the Issuer’s
normal business hours, and in a manner that does not unreasonably interfere with the Issuer’s normal operations, to examine
all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such
books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts
with the Issuer’s officers, employees, and Independent certified public accountants, all at such reasonable times, in such
reasonable manner, and as often as may be reasonably requested. The Trustee shall and shall cause its representatives, its legal
counsel and its auditors to hold in confidence all such information except to the extent disclosure may be required by law (and
all reasonable applications for confidential treatment are unavailing) and except to the extent that the Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder and under Applicable Law.


 


Section
11.17      Limitation of Liability.


 


It is expressly understood
and agreed by the parties hereto that (i) this Indenture is executed and delivered by Wilmington Trust, National Association, not
individually or personally but solely as Owner Trustee on behalf of the Issuer under the Trust Agreement, in the exercise of the
powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the
part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National
Association but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed
as creating any liability on Wilmington Trust, National Association individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and
by any person claiming by, through or under them and (iv) under no circumstances shall Wilmington Trust, National Association be
personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaking by the Issuer under this Indenture or any related documents.


 


Section
11.18      Disclaimer.


 


Each Noteholder by
accepting a Note and by accepting the benefits of this Indenture acknowledges and agrees that this Indenture and the Notes represent
a debt obligation of the Issuer only and do not represent an interest in any assets (other than the Indenture Collateral) of the
Trust Depositor or any holder of a Trust Certificate (including by virtue of any deficiency claim in respect of obligations not
paid or otherwise satisfied from the Trust Assets and proceeds thereof).


 




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IN WITNESS WHEREOF,
the Issuer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized,
all as of the day and year first above written.


 


	 	HORIZON FUNDING TRUST 2019-1
	 	 	 
	 	By:	Wilmington Trust, National Association, not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


Horizon Funding Trust 2019-1


Indenture


 




     


     


    

 


IN WITNESS WHEREOF,
the Issuer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized,
all as of the day and year first above written.


 


	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, except as expressly set forth herein, but solely as the Trustee
	 	 	 
	 	By:	                     
	 	Name: 	 
	 	Title:	 


 


Horizon Funding Trust 2019-1


Indenture