of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
*
Signature Guaranteed:
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-2-12
SCHEDULE A
SCHEDULE OF EXCHANGES
FOR NOTES REPRESENTED BY THE TEMPORARY
REGULATION S GLOBAL NOTE OR THE RULE 144A
GLOBAL NOTE, OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following exchanges of a part of this Temporary Regulation S Global Note for
the Permanent Regulation S Global Note or the Rule 144A Global Note, in whole or
in part, or redemptions, purchases or cancellation of this Temporary Regulation
S Global Note have been made:
Date of exchange, or redemption or purchase or cancellation
Increase or decrease in principal amount of this Rule 144A Global Note due to
exchanges between the Regulation S Global Note
and this Rule 144A Global Note
Remaining principal amount of this Rule 144A Global Note following such
exchange, or redemption or purchase or cancellation
Notation made by or on behalf of the Issuer
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________________
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A-2-13
Exhibit A-3
FORM OF CLASS A SERIES 2018-ONE ASSET BACKED PERMANENT REGULATION S GLOBAL NOTE
THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND ISSUER HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE "INVESTMENT COMPANY ACT"). THIS CLASS A NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED (A) PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
LATER OF THE COMMENCEMENT OF THE OFFERING OF THE NOTES AND THE CLOSING OF THE
OFFERING OF THE NOTES, (1) IN THE UNITED STATES OR TO A PERSON THAT IS A "U.S.
PERSON" (AS DEFINED UNDER REGULATION S OF THE SECURITIES ACT ("REGULATION S"), A
"U.S. PERSON") OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OTHER THAN A
DISTRIBUTOR (AS DEFINED UNDER REGULATION S) AND (2) OTHER THAN IN ACCORDANCE
WITH RULE 903 OR 904 UNDER REGULATION S AND (B) OTHER THAN IN A PRINCIPAL AMOUNT
OF NOT LESS THAN $100,000 AND IN INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF
AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO
HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.
ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL
BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE
TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO ISSUER,