Common use of Representations, Warranties and Covenants of the Company Clause in Contracts

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company represents, warrants and covenants to each Underwriter as of agrees with the date hereof and as of the Closing Date (unless otherwise specified) as followsrespective Underwriters that: (a) (i) A registration statement on Form S-3 (NosThe Registration Statement has become effective under the 1933 Act. 333The aggregate principal amount of the Certificates does not exceed the remaining amount of mortgage-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ backed securities that may be offered and 333-130862-02), including a prospectus and such amendments thereto sold under the Registration Statement as may have been required to of the date hereof. The Registration Statement, as of the date it was declared effective (its "Effective Date"), and the portion of the Registration Statement relating to the offering of notes Certificates (including, without limitation, the Prospectus), as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission deemed effective date thereof pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 430B under the Act)1933 Act (its "Deemed Effective Date") complied, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Actcomplies and/or will comply, as set forth in the General Instructions applicable, as to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the 1933 Act and the Rules 1933 Act Rules; and Regulationsthe information in the Registration Statement, as of its Effective Date, and did not include any untrue statement the information in the portion of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and relating to the Prospectus Certificates (including, without limitation, the Prospectus), as of its Deemed Effective Date, did not, does not and/or will conform in all material respects with the applicable requirements of the Act and the Rules and Regulationsnot, and neither of such documents will include any as applicable, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that and the foregoing does not apply to information contained in or omitted from either the Prospectus as of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did date hereof, does not, and at as of the Closing Date (as hereinafter defined), will not, include any contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus)misleading; provided, however, that this the Company makes no representation and or warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished as to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” Excluded Information (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notesbelow). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement The Registration Statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement The Registration Statement on Form S-3 (Nos. 333-130862142033, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862142033-02), including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company represents, warrants and covenants to each Underwriter as of agrees with the date hereof and as of the Closing Date (unless otherwise specified) as followsrespective Underwriters that: (a) (i) A registration statement on Form S-3 (NosNo. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required 119328) with respect to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Certificates has been prepared by the Company and filed with the Securities and Exchange Commission (which may have included one or more preliminary prospectuses the "Commission"), and prospectus supplements meeting complies as to form in all material respects with the requirements of Rule 430 the Securities Act of the Act) and such registration statement1933, as amended, has become effective; such registration statement, as amendedamended (the "1933 Act"), and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules thereunder, including Rule 415, and Regulations”) has become effective under the 1933 Act. As used in this Underwriting Agreement (this "Agreement" or the "Underwriting Agreement"), are respectively referred to herein as the “(i) "Registration Statement” " means that registration statement and the “Prospectus”; provided that a supplement all exhibits thereto, as amended or supplemented to the Prospectus prepared pursuant to Section 7(a) date of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relatesAgreement; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As "Basic Prospectus" means the prospectus included in the Registration Statement at the time it became effective, or as subsequently filed with the Commission pursuant to paragraph (b) of Rule 424 of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; 1933 Act; (iii) On "Prospectus Supplement" means the effective date prospectus supplement specifically relating to the Certificates, as most recently filed with, or transmitted for filing to, the Commission pursuant to paragraph (b) of Rule 424 of the Registration Statement1933 Act; (iv) "Prospectus" means the Basic Prospectus, together with the Prospectus Supplement; (v) "Preliminary Prospectus Supplement" means any preliminary form of the Prospectus Supplement that has heretofore been filed pursuant to paragraph (b) of Rule 424 of the 1933 Act; and (vi) "Preliminary Prospectus" means the Basic Prospectus, together with any Preliminary Prospectus Supplement. The aggregate principal amount of the Certificates does not exceed the remaining amount of mortgage-backed securities that may be offered and sold under the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Datehereof. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement The Registration Statement on Form S-3 (Nos. 333-130862142033, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862142033-02), including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about September 29, 2017 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each Each of the Pooling and Servicing Agreement, the Transfer Agreement and the Receivables Purchase Agreements will constitute Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (fi) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the 1940 Act. (ii) The Master Trust is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, a “covered fund” for purposes of the ▇▇▇▇▇▇▇ Rule. In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the ▇▇▇▇▇▇▇ Rule may be available, the Company has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the NoteholdersNoteholders (as defined below). (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (n) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes. (o) The Company has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust or the transactions contemplated by this Agreement or the other Program Agreements.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company represents, warrants and covenants to each Underwriter as of agrees with the date hereof and as of the Closing Date (unless otherwise specified) as followsrespective Underwriters that: (a) (i) A registration statement on Form S-3 (NosNo. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required 105935) with respect to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Certificates has been prepared by the Company and filed with the Securities and Exchange Commission (which may have included one or more preliminary prospectuses the "Commission"), and prospectus supplements meeting complies as to form in all material respects with the requirements of Rule 430 the Securities Act of the Act) and such registration statement1933, as amended, has become effective; such registration statement, as amendedamended (the "1933 Act"), and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules thereunder, including Rule 415, and Regulations”) has become effective under the 1933 Act. As used in this Underwriting Agreement (this "Agreement" or the "Underwriting Agreement"), are respectively referred to herein as the “(i) "Registration Statement” " means that registration statement and the “Prospectus”; provided that a supplement all exhibits thereto, as amended or supplemented to the Prospectus prepared pursuant to Section 7(a) date of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relatesAgreement; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As "Basic Prospectus" means the prospectus included in the Registration Statement at the time it became effective, or as subsequently filed with the Commission pursuant to paragraph (b) of Rule 424 of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; 1933 Act; (iii) On "Prospectus Supplement" means the effective date prospectus supplement specifically relating to the Certificates, as most recently filed with, or transmitted for filing to, the Commission pursuant to paragraph (b) of Rule 424 of the Registration Statement1933 Act; (iv) "Prospectus" means the Basic Prospectus, together with the Prospectus Supplement; (v) "Preliminary Prospectus Supplement" means any preliminary form of the Prospectus Supplement that has heretofore been filed pursuant to paragraph (b) of Rule 424 of the 1933 Act; and (vi) "Preliminary Prospectus" means the Basic Prospectus, together with any Preliminary Prospectus Supplement. The aggregate principal amount of the Certificates does not exceed the remaining amount of mortgage-backed securities that may be offered and sold under the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Datehereof. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company represents, warrants and covenants to each Underwriter as of agrees with the date hereof and as of the Closing Date (unless otherwise specified) as followsrespective Underwriters that: (a) (i) A registration statement on Form S-3 (NosNo. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required 111598) respect to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Certificates has been prepared by the Company and filed with the Securities and Exchange Commission (which may have included one or more preliminary prospectuses the "Commission"), and prospectus supplements meeting complies as to form in all material respects with the requirements of Rule 430 the Securities Act of the Act) and such registration statement1933, as amended, has become effective; such registration statement, as amendedamended (the "1933 Act"), and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules thereunder, including Rule 415, and Regulations”) has become effective under the 1933 Act. As used in this Underwriting Agreement (this "Agreement" or the "Underwriting Agreement"), are respectively referred to herein as the “(i) "Registration Statement” " means that registration statement and the “Prospectus”; provided that a supplement all exhibits thereto, as amended or supplemented to the Prospectus prepared pursuant to Section 7(a) date of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relatesAgreement; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As "Basic Prospectus" means the prospectus included in the Registration Statement at the time it became effective, or as subsequently filed with the Commission pursuant to paragraph (b) of Rule 424 of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; 1933 Act; (iii) On "Prospectus Supplement" means the effective date prospectus supplement specifically relating to the Certificates, as most recently filed with, or transmitted for filing to, the Commission pursuant to paragraph (b) of Rule 424 of the Registration Statement1933 Act; (iv) "Prospectus" means the Basic Prospectus, together with the Prospectus Supplement; (v) "Preliminary Prospectus Supplement" means any preliminary form of the Prospectus Supplement that has heretofore been filed pursuant to paragraph (b) of Rule 424 of the 1933 Act; and (vi) "Preliminary Prospectus" means the Basic Prospectus, together with any Preliminary Prospectus Supplement. The aggregate principal amount of the Certificates does not exceed the remaining amount of mortgage-backed securities that may be offered and sold under the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Datehereof. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company represents, warrants and covenants to each Underwriter as of agrees with the date hereof and as of the Closing Date (unless otherwise specified) as followsrespective Underwriters that: (a) (i) A registration statement on Form S-3 (NosNo. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required 58562) with respect to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Certificates has been prepared by the Company and filed with the Securities and Exchange Commission (which may have included one or more preliminary prospectuses the "Commission"), and prospectus supplements meeting complies as to form in all material respects with the requirements of Rule 430 the Securities Act of the Act) and such registration statement1933, as amended, has become effective; such registration statement, as amendedamended (the "1933 Act"), and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules thereunder, including Rule 415, and Regulations”) has become effective under the 1933 Act. As used in this Underwriting Agreement (this "Agreement" or the "Underwriting Agreement"), are respectively referred to herein as the “(i) "Registration Statement” " means that registration statement and the “Prospectus”; provided that a supplement all exhibits thereto, as amended or supplemented to the Prospectus prepared pursuant to Section 7(a) date of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relatesAgreement; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As "Basic Prospectus" means the prospectus included in the Registration Statement at the time it became effective, or as subsequently filed with the Commission pursuant to paragraph (b) of Rule 424 of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; 1933 Act; (iii) On "Prospectus Supplement" means the effective date prospectus supplement specifically relating to the Certificates, as most recently filed with, or transmitted for filing to, the Commission pursuant to paragraph (b) of Rule 424 of the Registration Statement1933 Act; (iv) "Prospectus" means the Basic Prospectus, together with the Prospectus Supplement; (v) "Preliminary Prospectus Supplement" means any preliminary form of the Prospectus Supplement that has heretofore been filed pursuant to paragraph (b) of Rule 424 of the 1933 Act; and (vi) "Preliminary Prospectus" means the Basic Prospectus, together with any Preliminary Prospectus Supplement. The aggregate principal amount of the Certificates does not exceed the remaining amount of mortgage-backed securities that may be offered and sold under the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Datehereof. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company represents, warrants and covenants to each Underwriter as of agrees with the date hereof and as of the Closing Date (unless otherwise specified) as followsrespective Underwriters that: (a) (i) A registration statement on Form S-3 (NosNo. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required 73338) with respect to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Certificates has been prepared by the Company and filed with the Securities and Exchange Commission (which may have included one or more preliminary prospectuses the "Commission"), and prospectus supplements meeting complies as to form in all material respects with the requirements of Rule 430 the Securities Act of the Act) and such registration statement1933, as amended, has become effective; such registration statement, as amendedamended (the "1933 Act"), and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules thereunder, including Rule 415, and Regulations”) has become effective under the 1933 Act. As used in this Underwriting Agreement (this "Agreement" or the "Underwriting Agreement"), are respectively referred to herein as the “(i) "Registration Statement” " means that registration statement and the “Prospectus”; provided that a supplement all exhibits thereto, as amended or supplemented to the Prospectus prepared pursuant to Section 7(a) date of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relatesAgreement; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As "Basic Prospectus" means the prospectus included in the Registration Statement at the time it became effective, or as subsequently filed with the Commission pursuant to paragraph (b) of Rule 424 of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; 1933 Act; (iii) On "Prospectus Supplement" means the effective date prospectus supplement specifically relating to the Certificates, as most recently filed with, or transmitted for filing to, the Commission pursuant to paragraph (b) of Rule 424 of the Registration Statement1933 Act; (iv) "Prospectus" means the Basic Prospectus, together with the Prospectus Supplement; (v) "Preliminary Prospectus Supplement" means any preliminary form of the Prospectus Supplement that has heretofore been filed pursuant to paragraph (b) of Rule 424 of the 1933 Act; and (vi) "Preliminary Prospectus" means the Basic Prospectus, together with any Preliminary Prospectus Supplement. The aggregate principal amount of the Certificates does not exceed the remaining amount of mortgage-backed securities that may be offered and sold under the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Datehereof. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company represents, warrants and covenants to each Underwriter as of agrees with the date hereof and as of the Closing Date (unless otherwise specified) as followsrespective Underwriters that: (a) (i) A registration statement on Form S-3 (NosNo. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required 100864) with respect to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Certificates has been prepared by the Company and filed with the Securities and Exchange Commission (which may have included one or more preliminary prospectuses the "Commission"), and prospectus supplements meeting complies as to form in all material respects with the requirements of Rule 430 the Securities Act of the Act) and such registration statement1933, as amended, has become effective; such registration statement, as amendedamended (the "1933 Act"), and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules thereunder, including Rule 415, and Regulations”) has become effective under the 1933 Act. As used in this Underwriting Agreement (this "Agreement" or the "Underwriting Agreement"), are respectively referred to herein as the “(i) "Registration Statement” " means that registration statement and the “Prospectus”; provided that a supplement all exhibits thereto, as amended or supplemented to the Prospectus prepared pursuant to Section 7(a) date of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relatesAgreement; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As "Basic Prospectus" means the prospectus included in the Registration Statement at the time it became effective, or as subsequently filed with the Commission pursuant to paragraph (b) of Rule 424 of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; 1933 Act; (iii) On "Prospectus Supplement" means the effective date prospectus supplement specifically relating to the Certificates, as most recently filed with, or transmitted for filing to, the Commission pursuant to paragraph (b) of Rule 424 of the Registration Statement1933 Act; (iv) "Prospectus" means the Basic Prospectus, together with the Prospectus Supplement; (v) "Preliminary Prospectus Supplement" means any preliminary form of the Prospectus Supplement that has heretofore been filed pursuant to paragraph (b) of Rule 424 of the 1933 Act; and (vi) "Preliminary Prospectus" means the Basic Prospectus, together with any Preliminary Prospectus Supplement. The aggregate principal amount of the Certificates does not exceed the remaining amount of mortgage-backed securities that may be offered and sold under the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Datehereof. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about August 23, 2019 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about August 15, 2016 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about May 4, 2018 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company represents, warrants and covenants to each Underwriter as of agrees with the date hereof and as of the Closing Date (unless otherwise specified) as followsrespective Underwriters that: (a) (i) A registration statement on Form S-3 (NosNo. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required 31070) with respect to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Certificates has been prepared by the Company and filed with the Securities and Exchange Commission (which may have included one or more preliminary prospectuses the "Commission"), and prospectus supplements meeting complies as to form in all material respects with the requirements of Rule 430 the Securities Act of the Act) and such registration statement1933, as amended, has become effective; such registration statement, as amendedamended (the "1933 Act"), and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules thereunder, including Rule 415, and Regulations”) has become effective under the 1933 Act. As used in this Underwriting Agreement (this "Agreement" or the "Underwriting Agreement"), are respectively referred to herein as the “(i) "Registration Statement” " means that registration statement and the “Prospectus”; provided that a supplement all exhibits thereto, as amended or supplemented to the Prospectus prepared pursuant to Section 7(a) date of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relatesAgreement; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As "Basic Prospectus" means the prospectus included in the Registration Statement at the time it became effective, or as subsequently filed with the Commission pursuant to paragraph (b) of Rule 424 of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; 1933 Act; (iii) On "Prospectus Supplement" means the effective date prospectus supplement specifically relating to the Certificates, as most recently filed with, or transmitted for filing to, the Commission pursuant to paragraph (b) of Rule 424 of the Registration Statement1933 Act; (iv) "Prospectus" means the Basic Prospectus, together with the Prospectus Supplement; (v) "Preliminary Prospectus Supplement" means any preliminary form of the Prospectus Supplement that has heretofore been filed pursuant to paragraph (b) of Rule 424 of the 1933 Act; and (vi) "Preliminary Prospectus" means the Basic Prospectus, together with any Preliminary Prospectus Supplement. The aggregate principal amount of the Certificates does not exceed the remaining amount of mortgage-backed securities that may be offered and sold under the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Datehereof. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about November 28, 2016 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution Each of the applicable Terms Agreement, representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company representsto the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, warrants and covenants to each Underwriter as of the date hereof of this Agreement and as of the Closing Date (unless otherwise specified) as followsDate, hereby made to, and in favor of, the Co-Placement Agents. In addition to the foregoing, the Company represents and warrants that: (a) (i) A The Company has prepared and filed with the Commission a registration statement on Form S-3 F-3 (NosRegistration No. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02240289), including and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a prospectus and such amendments thereto as may have been required supplement to the date hereof, form of prospectus included in such registration statement relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 placement of the ActShares and the plan of distribution thereof and has advised the Co-Placement Agents of all further information (financial and other) and such with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amendedamended at the date of this Agreement, has become effectiveis hereinafter called the “Registration Statement”; such registration statement, as amended, prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the prospectus relating to supplemented form of prospectus, in the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus form in which it will be filed with the Commission pursuant to Rule 424(b) of (including the rules and regulations of the Commission (Base Prospectus as so supplemented) is hereinafter called the “Rules and Regulations”) under Prospectus Supplement.” Any reference in this Agreement to the Act), are respectively referred to herein as the “Registration Statement” and , the “Prospectus”; provided that a supplement to Base Prospectus or the Prospectus prepared pursuant to Section 7(a) of this Agreement Supplement shall be deemed to have supplemented refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus only with respect Supplement, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii) As , the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact Base Prospectus or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with Supplement, as the applicable requirements of case may be. No stop order suspending the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation effectiveness of the Registration Statement or the Prospectus; (iv) The Preliminary use of the Base Prospectus at or the Time of Sale did notProspectus Supplement has been issued, and at the Closing Date will notno proceeding for any such purpose is pending or has been initiated or, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission Company’s knowledge, is threatened by the Commission. For purposes of pricing and price-dependent informationthis Agreement, which information shall of necessity appear only in “Free Writing Prospectus” has the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined meaning set forth in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement Securities Act and the applicable Terms Agreement and to authorize “Time of Sale Prospectus” means the sale of the Notespreliminary prospectus, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company together with the provisions hereof or thereofFree Writing Prospectuses, will (i) conflict with or result in a breach of any of the material terms and provisions ofif any, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required used in connection with the valid and proper authorizationPlacement, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Dateincluding any documents incorporated by reference therein. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; , remains effective and the conditions to the use of such registration statementRegistration Statement, as amendedset forth in the General Instructions to Form S-3, and the prospectus relating to the sale conditions of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 415 under the Act), are respectively referred have been satisfied with respect to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about April 3, 2014 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇1940 Act. The Master Trust does not rely on the exemption from the definition of “investment company” in Section 3(c)(1) or 3(c)(7) of the 1940 Act. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the NoteholdersNoteholders (as defined below). (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (n) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; , remains effective and the conditions to the use of such registration statementRegistration Statement, as amendedset forth in the General Instructions to Form S-3, and the prospectus relating to the sale conditions of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 415 under the Act), are respectively referred have been satisfied with respect to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about October 19, 2015 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about [ ] (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; , remains effective and the conditions to the use of such registration statementRegistration Statement, as amendedset forth in the General Instructions to Form S-3, and the prospectus relating to the sale conditions of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 415 under the Act), are respectively referred have been satisfied with respect to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about May 12, 2015 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) (i) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the 1940 Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about July 12, 2021 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; , remains effective and the conditions to the use of such registration statementRegistration Statement, as amendedset forth in the General Instructions to Form S-3, and the prospectus relating to the sale conditions of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 415 under the Act), are respectively referred have been satisfied with respect to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about July 16, 2015 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about May 6, 2016 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about February 14, 2019 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon 7.1 The Company represents and warrants to the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as followsWarrant Agent that: (a) It has a satisfactory number of Shares available for issuance upon the exercise of the Warrants, and covenants and agrees that it will, at all times, cause to be available and free from pre-emptive rights, out of its authorized but unissued Shares such number of Shares as shall be required to be issued by it from time to time upon the exercise of the Warrants, in accordance with their terms and the terms of this Agreement, and the transfer agent for any Shares and every subsequent transfer agent for any Shares of the Company issuable upon the exercise of any of the Warrants are hereby irrevocably authorized and directed at all times to keep available such number of authorized and unissued shares as shall be requisite for such purpose. The Company agrees that all Shares issued upon exercise of the Warrants shall be, at the time of delivery of the certificate for such Shares, validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. (ib) A The Company has filed or will have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 S-11 for the registration under the Securities Act of 1933 (Nosthe "Act") of the Warrants and Shares issuable pursuant to the exercise thereof. 333-130862Before such registration statement shall become effective, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)the Company will file with the Commission one or more amendments thereto. Such registration statement, including a prospectus all exhibits thereto, and the final prospectus, included therein, each as amended at the time such amendments thereto registration statement became effective and as may have been required to the date hereoffurther amended or supplemented, relating to the offering of notes as described therein from time to time time, is hereinafter called the "Registration Statement" and the "Prospectus," respectively. (c) With respect to the Company's Registration Statement as described in accordance with Rule 415 under the Act has been filed with (b) above, the Commission (which may have included one has not issued any order preventing or more preliminary prospectuses suspending its use and prospectus supplements meeting the Prospectus conforms in all material respects to the requirements of Rule 430 of the Act) Act and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules thereunder and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue incorrect statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to misleading; and since the omission respective dates as of pricing and price-dependent information, which information shall of necessity appear only is given in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus Registration Statement and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) there has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to been any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described adverse change in the Preliminary Prospectusgeneral affairs, and to executemanagement, deliver and perform the Pooling and Servicing Agreementfinancial position, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale shareholders' equity or results of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each operations of the Company and its subsidiaries (if any)subsidiaries, taken other than as a whole, set forth or (ii) would have a material adverse contemplated in the Prospectus. The Company will use its best efforts to keep the Registration Statement in effect on the Company’s ability to consummate the transactions contemplated as required by the Pooling and Servicing Agreement, Act for the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company duration of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery Exercise Period of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrumentWarrants. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms AgreementThe Company represents and warrants to, and covenants with, the Company representsInvestor, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: 3.1 The Company has filed with the Securities and Exchange Commission (athe “Commission”) (i) A a “shelf” registration statement on Form S-3 (NosRegistration No. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02333-________), including a prospectus and such amendments thereto as may have been required to the date hereofwhich has become effective, relating to the offering Common Stock of notes as described therein from time to time in accordance with Rule 415 the Company, under the U.S. Securities Act has been filed with of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such promulgated thereunder. The registration statement, as amendedamended as of the date of this Agreement, including the exhibits and information (if any) deemed to be part of the registration statement pursuant to Rule 430A or 434(d) under the Act, is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has become effective; such registration statementbeen issued and, as amended, and the prospectus relating to the sale Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. The Company, if required by the Rules and Regulations of the Notes offered thereby constituting a part thereofCommission, proposes to file the Prospectus (as from time defined below) with the Commission pursuant to time amended or supplemented (including any prospectus Rule 424(b) of the Rules and Regulations. The Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under , or, if the ActProspectus is not to be filed with the Commission pursuant to Rule 424(b), are respectively the Prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to herein as the “Prospectus,” except that if any revised prospectus or prospectus supplement shall be provided to the Placement Agent by the Company for use in connection with the offering and sale of the Shares that differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Placement Agent for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement” and the “Prospectus”; provided that a supplement to , any Preliminary Prospectus or the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented refer to and include the Prospectus only with respect documents incorporated by reference therein pursuant to the offering Item 12 of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 that were filed under the ActU.S Securities Exchange Act of 1934, as set forth in amended (the General Instructions “Exchange Act”), on or before the last to Form S-3, and the conditions occur of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the date of the Preliminary Prospectus, or the date of the Prospectus, and any references herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, that is incorporated therein by reference and (ii) any such document so filed. 3.2 As of the date hereof, and at the Closing, the Registration Statement conformed (and any post-effective amendment thereto) and the Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus) complied and will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the light of the circumstances under which they were made, in the case of the Prospectus) not misleading andmisleading, on each Preliminary Prospectus, as of the Closing Date, the Registration Statement and the Prospectus will conform in all material respects date filed with the applicable requirements of the Act and the Rules and RegulationsCommission, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein did not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood misleading; except that no representation or warranty is made in this Section 3.2 with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Placement Agent expressly for use inclusion in the any Preliminary Prospectus; and , the Registration Statement, or the Prospectus, or any amendment or supplement thereto, it being understood and agreed upon that the only such information furnished to the Company consists of the following: the statements set forth (vi) Other than under paragraphs [__] and [__] under the heading “Plan of Distribution,” and (ii) the name of the Placement Agent on the cover page and on the back cover in any Preliminary Prospectus and the Prospectus. 3.3 The consolidated financial statements and related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company as of the dates indicated (including and its agents consolidated results of operations and representatives its consolidated cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments); and the other than financial information included or incorporated by reference in the Underwriters in their capacity as such) Registration Statement and the Prospectus has not made, used, prepared, authorized, approved or referred to been derived from the accounting records of the Company [and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under its Subsidiary] and presents fairly the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notesinformation shown thereby. (b) 3.4 The Company has been [and its subsidiaries listed in the Company’s Annual Report on Form 10-K for the fiscal year ended [Month] __, 201_ (the “Subsidiaries”) are each][is] duly organized and is organized, validly existing as a Virginia limited liability company corporation and in good standing under the laws of the Commonwealth [their respective][its] jurisdictions of Virginiaorganization. The Company has[and its Subsidiaries are each][is] duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which [their respective][its] ownership or lease of property or the conduct of [their respective][its] business[es] requires such license or qualification, in and [have][has] all material respects, full corporate power and authority necessary to own its or hold their respective properties and to conduct its business their respective businesses as described in the Preliminary Registration Statement and the Prospectus, and except where the failure to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly be so qualified to do business and is or in good standing (or is exempt from have such requirements)power or authority would not, and has obtained all necessary material licenses and approvals (except with respect to individually or in the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions)aggregate, in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would reasonably be expected to have a material adverse effect on the Company’s ability to consummate business, properties, management, consolidated financial position, stockholders’ equity or results of operations of the transactions Company [and its Subsidiaries taken as a whole]. 3.5 The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other than as disclosed in or contemplated by the Pooling Registration Statement or the Prospectus, are not subject to any preemptive or similar rights. The Company has an authorized, issued and Servicing Agreementoutstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options under the Company’s existing stock option plans, or changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock outstanding on the date hereof, [including without limitation issuances of shares under the Company’s employee stock purchase plan] and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the securities of the Company in the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, the Receivables Purchase AgreementsCompany does not have outstanding any options to purchase, this Agreement and the applicable Terms Agreementor any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities. (c) 3.6 The execution, delivery and performance Shares have been duly authorized by the Company of and, when issued and delivered and paid for as provided herein, will be validly issued, fully paid and nonassessable and will conform to the Pooling and Servicing Agreement, descriptions thereof in the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate Prospectus; and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, Shares is not subject to any preemptive or similar rights that have not been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrumentwaived. (d) The Company has duly executed and delivered this 3.7 This Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except to the extent that the as enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence laws affecting the Company creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity. All approvals, authorizations, consents, orders equity (regardless of whether such enforceability is considered in a proceeding in equity or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictionsat law), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act, including that certain issuer free writing prospectus filed by the Company or any of its co-registrants with the Commission on or about October 24, 2022 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) Except as described in the Disclosure Materials, there are no actions, proceedings or investigations pending, or threatened in writing, before any court, administrative agency or other tribunal (A) asserting the invalidity of any Program Agreement to which it is a party, (B) seeking to prevent the issuance of the Collateral Certificate or the Notes or the consummation of any of the transactions set forth in any Program Agreement to which it is a party, which if adversely determined would materially and adversely affect the Collateral Certificate or the Notes, or the validity or enforceability of such Program Agreement, or (C) seeking adversely to affect the United States Federal income tax attributes of the Notes as described in the Preliminary Prospectus or the Prospectus under the headings “Prospectus Summary—Federal Income Tax Consequences” and “Federal Income Tax Consequences.” (e) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (ef) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each Each of the Pooling and Servicing Agreement, the Transfer Agreement and the Receivables Purchase Agreements will constitute Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of or filings with any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the consummation of the transactions set forth in the Program Agreements, the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (fi) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the 1940 Act. (ii) The Master Trust is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, a “covered fund” for purposes of the ▇▇▇▇▇▇▇ Rule. In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the ▇▇▇▇▇▇▇ Rule may be available, the Company has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act. (gh) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (hi) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (ij) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (jk) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the NoteholdersNoteholders (as defined below). (kl) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (lm) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (mn) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (o) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes. (p) The Company has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust or the transactions contemplated by this Agreement or the other Program Agreements.

Representations, Warranties and Covenants of the Company. Upon The Company represents and warrants to, and the execution Company also covenants and agrees with, each of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) Underwriters as follows: (a) The Company has filed with the Securities and Exchange Commission (i"Commission") A a registration statement on Form S-3 S-1 (NosNo. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-022588), including a prospectus preliminary prospectus, relating to the Shares and such amendments thereto to the registration statement and supplements to the prospectus included therein as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed . The Company will file with the Commission either: (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements i) prior to effectiveness of Rule 430 of the Act) and such registration statement, as amendeda further amendment thereto, has become effective; including a form of prospectus, and if required after effectiveness of such registration statement, as amended, and the a final prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed in accordance with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “"Rules and Regulations”") under the ActSecurities Act of 1933, as amended ("Securities Acts"), or (ii) after effectiveness of such registration statement, a final prospectus in accordance with Rules 430A and 424(b) of the Rules and Regulations. Such registration statement (as amended, if applicable) and the prospectus constituting a part thereof (including, in each case, financial statements, exhibits and all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to Rule 430A(b) of the Rules and Regulations) are respectively hereinafter referred to herein as the “"Registration Statement” " and the “"Prospectus”; provided ", respectively, except that a supplement if the prospectus filed by the Company pursuant to Rule 424(b) differs from the prospectus on file at the time the Registration Statement becomes effective, the term "Prospectus" shall refer to the Prospectus prepared pursuant Rule 424(b) prospectus and the term "preliminary prospectus" shall refer to Section 7(aany predecessor prospectus. (b) of this Agreement shall be deemed to have supplemented To the Prospectus only with respect to the offering best of the Notes to which it relates; and Company's knowledge, the conditions to Commission has not issued an order preventing or suspending the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before preliminary prospectus. Each such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that preliminary prospectus has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with to the applicable requirements of the Securities Act and the Rules and Regulations and has not included any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. At the date of this Agreement, when the Registration Statement becomes effective and at the Closing Date (as defined below) (i) the Registration Statement and Prospectus, and any amendments or supplements thereto, will contain all statements that are required to be stated therein by the Securities Act and the Rules and Regulations and will in all material respects conform to the requirements of the Securities Act and the Rules and Regulations, and did (ii) the Registration Statement will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading andmisleading, on the Closing Date, the Registration Statement and (iii) the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will not include any untrue statement of a material fact or and will not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent informationmisleading, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply the Company makes no representations, warranties or agreements as to any statements information contained in or omissions made omitted from the Registration Statement or Prospectus in reliance upon upon, and in conformity with with, written information relating to any Underwriter furnished finished to the Company by the Underwriters expressly for use therein, it being understood that the only information supplied by the Underwriters in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than Registration Statement, the Preliminary preliminary prospectus or the Prospectus and are set forth in the last paragraph on the cover of the Prospectus, the Company (including its agents paragraphs under the table under the heading "Underwriting," the paragraphs under the headings "Underwriting--Over-Allotment Option" and representatives other than "Underwriting--Warrants", and the second paragraph under the "Underwriting--Lock-Up Agreements" in the Prospectus and that no information has been omitted from the Registration Statement in reliance on information supplied by the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Noteswriting. (bc) The financial statements of the Company set forth in the Registration Statement and Prospectus present fairly, in an material respects, the financial condition of the Company as of the dates indicated and the results of operations and cash flows of the Company for the periods therein specified in conformity with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise stated therein). No other financial statements of the Company are required by Form S-1 or otherwise to be included in the Registration Statement or Prospectus. (d) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, the accountants who have expressed their opinion with respect to certain of the financial statements included in the Registration Statement, ("Company Accountants") are independent accountants as required by the Securities Act and the Rules and Regulations. (e) The Company has been duly organized and is validly existing as a Virginia limited liability company in good standing under the laws of the Commonwealth its jurisdiction of Virginiaincorporation. The Company has, in has all material respects, full requisite power and authority to own own, lease and operate its properties and to conduct its business as is described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and . The Company is duly qualified to do business as a foreign corporation and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which such qualification is required, except where the failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would will not have a material adverse effect on the Company’s ability . (f) The authorized, issued and outstanding capital stock of the Company is as set forth under the caption "Capitalization" in the Prospectus and the issued and outstanding shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, were issued in compliance in all material respects with all applicable federal and state securities laws, and were not issued in violation of or subject to consummate any preemptive rights, rights of first refusal or similar rights. The sale of the transactions contemplated by Shares has been duly authorized and after issuance of and payment for the Pooling and Servicing Shares in accordance with this Agreement, the Receivables Purchase AgreementsShares will be validly issued, fully paid and nonassessable and conform to the description thereof contained in the Prospectus. The Underwriters will acquire good and marketable title to the Shares, free and clear of any adverse claims whatsoever. Except as disclosed in the Prospectus, the Company does not make outstanding any options or warrants to purchase, any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into shares of its capital stock, or any contracts or commitments to issue or sell such shares, or any such options, warrants, rights, convertible securities or obligations. (g) The Company has filed an application to list the Shares on the Nasdaq National Market ("Nasdaq National Market") and has received notification that the listing has been approved, subject to notice of issuance of the Shares. (h) Subsequent to the respective dates as of which information is given in the Registration Statement and Prospectus, the Company has not incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, or entered into any transaction not in the ordinary course of business, which is material to the business of the Company, and there has not been any change in the capital stock of, or any incurrence of short-term or long-term debt by, the Company or any issuance of options, warrants or other rights to purchase the capital stock of the Company or any adverse change or any development involving, so far as the Company can now reasonably foresee a prospective adverse change in the condition (financial or other), net worth, results of operations, business, key personnel or properties of it which would be material to the business or financial condition of the Company. (i) Except as set forth in the Prospectus, there is not pending or, to the best knowledge of the Company, threatened, any action, suit or proceeding to which the Company is a party, before or by any court, governmental agency or body or arbitration body, that could reasonably be expected to result in any material adverse change in the financial condition, business, properties, prospects, or results of operations of the Company, or might materially and adversely affect the properties or assets thereof. (j) There are no contracts or documents that are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations that have not been so filed. Any contract, agreement, instrument, lease or license required to be described in the Registration Statement or the Prospectus has been properly described therein in all material respects. (k) Except as set forth in the Prospectus, the Company owns or has valid leasehold interests in all material properties and assets required for the operation of its business as now conducted or as proposed to be conducted as set forth in the Registration Statement and prospectus. The Company has good and marketable title to all properties and assets owned by it material to its business subject, except as set forth in the Prospectus, to no lien, mortgage, pledge, charge or encumbrance. All leases to which the Company is a party are valid, subsisting and enforceable and no material default by the Company has occurred and is continuing thereunder, and the Company enjoys peaceful and undisturbed possession under an such leases to which it is a party as lessee. (l) The Company has full right, power and authority to enter into this Agreement and the applicable Terms Agreement. (c) Pricing Agreement and to perform all of its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery Pricing Agreement by the Company of such instrumentsdoes not and will not violate, nor the performance by the Company of the transactions herein breach or therein contemplated, nor the compliance by the Company conflict with the provisions hereof or thereof, will (i) conflict with the Certificate of Incorporation or result in a breach of any Bylaws of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, Company or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument agreement to which the Company is a party or by which it the Company or any of its properties is bound, excluding any violation, breach or conflict which would not have a material and adverse effect on the Company or its properties, business, prospects or financial condition or on the consummation of the transactions contemplated hereby; or (iviii) result in the creation any statute or imposition order, rule or regulation of any lien, charge court or encumbrance upon governmental agency or body having jurisdiction over the Company or any of its properties. No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required in connection with the Company’s property pursuant to transactions contemplated hereby except as may be required under the terms of any such indenture, mortgage, contract Securities Act or other instrument. (d) The Company has duly executed and delivered this state securities or "Blue Sky" laws. This Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreementauthorized, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling Company and Servicing Agreement and the Receivables Purchase Agreements will constitute constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company ; and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid when executed and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, delivered by the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge Pricing Agreement will constitute a valid and binding obligation of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of enforceable against the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respectsaccordance with its terms. (m) The Company was nothas an necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits ("Governmental Authorizations") of and from all public, regulatory or governmental agencies and bodies, to own, lease and operate its properties and conduct its business as now being conducted and as described in the Registration Statement and the Prospectus, excluding any Governmental Authorization where the failure to have obtained such Governmental Authorization would not have a material and adverse effect on the date Company or its properties, business, prospects or financial condition or on which the first bona fide offer consummation of the Notes sold pursuant transactions contemplated hereby, and no such consent, approval authorization, order, registration, qualification, license or permit contains a materially burdensome restriction not adequately disclosed in the Registration Statement and the Prospectus. The Company is in compliance in all material respects with all local state and Federal laws, rules and regulations including, but not limited to, environmental laws and regulations governing the use, storage, discharge, handling, emission, generation, manufacture and disposal of toxic substances, hazardous materials, waste and other substances or products used in or resulting from the buses of the Company. (n) Except as provided for in this Agreement, the Company has not taken and will not take, directly or indirectly, any action designed to cause or result in, or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation of the price of shares of the Common Stock of the Company to facilitate the sale or resale of the Shares. (o) Except as set forth in the Prospectus, the Company owns or possesses adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, technology and know-how necessary to conduct the businesses as now conducted by the Company as described in the Prospectus, and, except as disclosed in the Prospectus, the Company has not received any notice of infringement of or conflict with (or knows of such infringement of or conflict with) asserted rights of others with respect to any patents, trademarks, service marks, trade names, copyrights or know-how which, individually or in the aggregate, could reasonably be expected to result in any material adverse effect upon the financial condition, business, properties, prospects, or results of operations of the Company, and, except as disclosed in the Prospectus and to the applicable Terms Agreement was madeknowledge of the Company, an “ineligible issuer” the Company does not in the conduct of its business as defined now conducted as described in Rule 405 under the ActProspectus, infringe or conflict with any right or patent of any third party, or any discovery, invention, product or process which is the subject of a patent application filed by any third party, known to the Company, where such infringement or conflict could reasonably be expected to result in any material adverse effect upon the financial condition, business, properties, prospects or results of operations of the Company. (p) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (1) transactions are executed in accordance with management's general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management's general or specific authorization; and

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about [ ] (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) Except as described in the Disclosure Materials, there are no actions, proceedings or investigations pending, or threatened in writing, before any court, administrative agency or other tribunal (A) asserting the invalidity of any Program Agreement to which it is a party, (B) seeking to prevent the issuance of the Collateral Certificate or the Notes or the consummation of any of the transactions set forth in any Program Agreement to which it is a party, which if adversely determined would materially and adversely affect the Collateral Certificate or the Notes, or the validity or enforceability of such Program Agreement, or (C) seeking adversely to affect the United States Federal income tax attributes of the Notes as described in the Preliminary Prospectus or the Prospectus under the headings “Prospectus Summary – Federal Income Tax Consequences” and “Federal Income Tax Consequences.” (e) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (ef) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each Each of the Pooling and Servicing Agreement, the Transfer Agreement and the Receivables Purchase Agreements will constitute Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of or filings with any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the consummation of the transactions set forth in the Program Agreements, the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (fi) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the 1940 Act. (ii) The Master Trust is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, a “covered fund” for purposes of the ▇▇▇▇▇▇▇ Rule. In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the ▇▇▇▇▇▇▇ Rule may be available, the Company has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act. (gh) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (hi) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (ij) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (jk) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the NoteholdersNoteholders (as defined below). (kl) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (lm) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (mn) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (o) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes. (p) The Company has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust or the transactions contemplated by this Agreement or the other Program Agreements.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms AgreementThe Company represents and warrants to, and agrees with, the Company represents, warrants and covenants to each Underwriter Placement Agent that as of the date hereof of this Agreement and as of the Closing Date (unless otherwise specified) as followsDate: (a) The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Commission a shelf registration statement, as defined in Rule 405 (ifile number 333-251061) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)S-3, including a related prospectus (the “Base Prospectus”), for registration under the Act of the offering and such amendments thereto as may have been required to sale of the date hereof, Offered Securities. The Company will next file with the Commission a prospectus supplement relating to the offering of notes as described therein from time to time Offered Securities in accordance with Rule 415 424(b) (together with the Base Prospectus, the “Prospectus Supplement”). The Registration Statement, at the Execution Time, is effective and meets the requirements set forth in Rule 415(a)(1)(x). There is no order preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package or the Prospectus Supplement, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the Offering has been initiated or threatened by the Commission and no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company. Any reference herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed with under the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements Securities Exchange Act of Rule 430 of the Act) and such registration statement, as amended, has become effective; such registration statement1934, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations thereunder (collectively, the “Exchange Act”) on or before the most recent effective date of the Commission (Registration Statement or the “Rules and Regulations”) under issue date of the Act)Base Prospectus or the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” case may be; and the “Prospectus”; provided that a supplement any reference herein to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement;, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the most recent effective date of the Registration Statement or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereof. (iib) As of On each effective date, the Registration Statement did, and when the Prospectus Supplement is first filed in accordance with Rule 424(b) and on the Closing Date, the Registration StatementProspectus Supplement (and any amendment or supplement thereto) will, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed comply in all material respects with the applicable requirements of the Act and the Rules Exchange Act and Regulationsthe respective rules thereunder; on each effective date and at the Execution Time, and the Registration Statement did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and, misleading; and on the date of any filing pursuant to Rule 424(b); and on the Closing Date, the Prospectus Supplement (together with any amendment or supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement and or the Prospectus will conform Supplement (or any amendment or supplement thereto) in all material respects reliance upon and in conformity with information furnished in writing to the Company by the Placement Agent specifically for inclusion in the Registration Statement or the Prospectus Supplement (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Placement Agent consists of the information described as such in Section 2(b) hereof. As of the Initial Sale Time, the Pricing Disclosure Package, when taken together as a whole with the applicable requirements of the Act and the Rules and Regulationspricing information set forth in Exhibit A hereto, and neither of such documents will include does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading (misleading. The preceding sentence does not apply to statements in or omissions from the Pricing Disclosure Package based upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use therein, it being understood and agreed that no representation the only such information furnished by or warranty is made with respect on behalf of the Placement Agent consists of the information described as such in Section 2(b) hereof. Prior to the omission execution of pricing this Agreement, the Company has not, directly or indirectly, offered or sold any of the Securities by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Securities, in each case other than the Registration Statement and pricethe Prospectus Supplement. At the time the Registration Statement was originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-dependent informationK was filed with the Commission, (i) the Company met the then applicable requirements for the use of Form S-3 under the Securities Act, including General Instruction I.B.1 of Form S-3 and (ii) the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed on the Nasdaq Global Market (“Nasdaq”) within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information shall (as defined in Instruction I.B.6 of necessity appear only Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company. The representations and warranties in the final Prospectus); provided, however, that preceding paragraphs of this representation and warranty shall Section 2(b) do not apply to any statements in or omissions from the Registration Statement, the Pricing Disclosure Package, the Prospectus Supplement or any issuer free writing prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Placement Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Placement Agent as aforesaid consists of the last sentence under the heading “Plan of Distribution” in the Preliminary Prospectus; and (v) Other than Prospectus Supplement. The copies of the Preliminary Prospectus Registration Statement and any amendments to any of the foregoing and the Prospectuscopies of each preliminary prospectus, each issuer free writing prospectus that is required to be filed with the Company Commission pursuant to Rule 433 and the Prospectus Supplement and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Placement Agent in connection with the placement of the Offered Securities (including its agents and representatives other than whether to meet the Underwriters in their capacity as suchrequest of an Investor pursuant to Rule 173(d) has not made, used, prepared, authorized, approved or referred to otherwise) were and will not preparebe identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, makeAnalysis and Retrieval System (“▇▇▇▇▇”), useexcept to the extent permitted by Regulation S-T. For the purposes of this Agreement, authorize, approve references to the “delivery” or refer to “furnishing” of any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority foregoing documents to own its properties and conduct its business as described in the Preliminary ProspectusPlacement Agent, and to executeany similar terms, deliver and perform the Pooling and Servicing Agreementinclude, the Receivables Purchase Agreementswithout limitation, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries electronic delivery. Each issuer free writing prospectus (if any), taken as a whole, or (ii) would have a material adverse effect on of its issue date and at all subsequent times through the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company completion of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance Offering and sale of the Notes pursuant to this Agreement Offered Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the applicable Terms Agreementinformation contained in the Registration Statement, the Pricing Disclosure Package or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have Prospectus Supplement that has not been superseded or will be taken or obtained on or before the Closing Datemodified. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement The Registration Statement on Form S-3 (Nos. 333-130862142033, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862142033-02), including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇1940 Act. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company hereby represents, warrants and covenants to each Underwriter the Co-Placement Agents as of the date hereof hereof, and as of the Closing Date (unless otherwise specified) Date, as follows: (a) The Company has filed with the Securities and Exchange Commission (ithe “Commission”) A the Registration Statement under the Securities Act, which was filed on November 6, 2023 and declared effective on January 2, 2024 for the registration statement on of the Shares under the Securities Act. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Company has also filed a preliminary and final multijurisdictional disclosure system prospectus (Noscollectively, the “Canadian Base Prospectus”) accompanying the Registration Statement (as defined below) with applicable Canadian Regulators in accordance with NI 71-101, and each of the Canadian Base Shelf Prospectus was receipted by such Canadian Regulators. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ Following the determination of pricing among the Company and 333-130862-02), including a prospectus and such amendments thereto as may have been required the prospective Purchasers introduced to the date hereofCompany by the Co-Placement Agents, the Company will file with the Commission pursuant to Rules 430B and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus supplement relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 placement of the ActShares, their respective pricings and the plan of distribution thereof and will advise the Co-Placement Agents of all further information (financial and other) and such with respect to the Company required to be set forth therein. Such registration statement, as amendedat any given time, has become effective; including the exhibits thereto filed at such registration statementtime, as amendedamended at such time, and is hereinafter called the “Registration Statement”, such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Base Prospectus”; the prospectus relating to supplement in the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus form in which it will be filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a multijurisdictional disclosure system prospectus supplement to the Canadian Base Prospectus prepared pursuant to Section 7(a) of complying with NI 71-101 that will be filed with the Canadian Regulators in the Canadian Jurisdictions, are hereinafter collectively called the “Prospectus Supplement” and together with the Base Prospectus and the Canadian Base Prospectus as each may be amended or supplemented is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus, the Prospectus Supplement or the Final Prospectus shall be deemed to have supplemented refer to and include the Prospectus only with respect documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii) As , the Original Registration Statement, the Base Prospectus, the Prospectus Supplement or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus, the Prospectus Supplement or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Prospectus and the Base Prospectus, except with respect to any modification to which the Representatives have agreed in writing, Prospectus Supplement or the Final Prospectus (and all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed Base Prospectus, the Prospectus Supplement or the Final Prospectus, as the case may be. As used in all material respects with this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the applicable requirements Base Prospectus, any prospectus supplement, any subscription agreement between the Company and the Purchasers, and any issuer free writing prospectus as defined in Rule 433 of the Act and the Rules and Regulations(each, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading andan “Issuer Free Writing Prospectus”), on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverif any, that the foregoing does not apply parties hereto shall hereafter expressly agree in writing to information contained in or omitted from either treat as part of the documents based upon written information furnished Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Base Prospectus, the Final Prospectus, and any supplement to either thereof. The Company has not received any notice that the Company Commission has issued or intends to issue a stop order suspending the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation effectiveness of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light use of the circumstances under which they were made, not misleading (it being understood that no representation Base Prospectus or warranty is made with respect any Prospectus Supplement or intends to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly commence a proceeding for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrumentpurpose. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon The Company hereby represents and warrants to the execution of Underwriter as follows and acknowledges that the applicable Terms AgreementUnderwriter is relying upon such representations, the Company represents, warrants warranties and covenants to each Underwriter as in connection with its execution and delivery of the date hereof and as of the Closing Date (unless otherwise specified) as followsthis Agreement: (a) (i) A registration statement on Form S-3 S-1 (NosNo. 333-130862155227) with respect to the Firm Shares, ▇▇▇-▇▇▇▇▇▇-▇▇ the Directed Shares, and 333-130862-02the Additional Shares has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "Securities Act"), including a prospectus and such amendments thereto as may have been required to the date hereofrules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has (ii) been filed with the Commission under the Securities Act (which may iii) been amended as necessary pursuant to any comments received from the Commission and (iv) the Final Registration Statement containing the Final Prospectus has become effective under the Securities Act. Copies of such registration statement and the amendments thereto have included one or more preliminary prospectuses been delivered by the Company to the Underwriter. At any particular time, this initial registration statement, in the form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) and prospectus supplements meeting the requirements of Rule 430 then deemed to be a part of the Act) and such initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the "Initial Registration Statement". The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the "Additional Registration Statement". As used in this Agreement, "Registration Statement" means the Initial Registration Statement, as amended, has become effective; such registration statementthe Final Registration Statement and any Additional Registration Statement, as amendedat the Effective Time, including all information contained in the Final Registration Statement and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus Final Prospectus filed with the Commission pursuant to Rule 424(b) of the rules Rules and regulations Regulations and deemed to be a part of the Commission registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (iib) As of the Closing Datetime of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Securities Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Securities Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. (c) In connection with the Offering and distribution of the Offered Securities under the Registration Statement, the Preliminary Prospectus Company hereby represents and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished warrants to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) Underwriter as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.follows:

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) The Company has prepared and filed with the U.S. Securities and Exchange Commission (ithe “Commission”) A a registration statement on Form S-3 (NosFile No. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02286951), including a and amendments thereto, and related prospectus and such amendments thereto as may have been required to or prospectuses, for the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 registration under the Securities Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such Securities which registration statement, as amendedso amended (including post-effective amendments, has become effective; if any), became effective on May 30, 2025. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement, as amendedstatement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the prospectus rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the Base Prospectus (as defined herein) included in such registration statement relating to the sale of the Notes offered thereby constituting a part thereofSecurities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as from time to time amended or at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented (including any prospectus form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) of (including the rules and regulations of the Commission (Base Prospectus as so supplemented) is hereinafter called the “Rules and Regulations”) under Prospectus Supplement.” Any reference in this Agreement to the Act), are respectively referred to herein as the “Registration Statement” and , the “Prospectus”; provided that a supplement to Base Prospectus or the Prospectus prepared pursuant to Section 7(a) of this Agreement Supplement shall be deemed to have supplemented refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) which were filed under the Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus only with respect Supplement, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii) As , the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact Base Prospectus or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with Supplement, as the applicable requirements of case may be. To the Act and Company’s knowledge, no stop order suspending the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation effectiveness of the Registration Statement or the Prospectus; (iv) The Preliminary use of the Base Prospectus at or the Time of Sale did notProspectus Supplement has been issued, and at no proceeding for any such purpose is pending or has been initiated or is threatened by the Closing Date will notCommission. For purposes of this Agreement, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make “free writing prospectus” has the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined meaning set forth in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement Securities Act and the applicable Terms Agreement and to authorize “Time of Sale Prospectus” means the sale of the Notespreliminary prospectus, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company together with the provisions hereof or thereoffree writing prospectuses, will (i) conflict with or result in a breach of any of the material terms and provisions ofif any, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required used in connection with the valid and proper authorizationOffering, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Dateincluding any documents incorporated by reference therein. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; , remains effective and the conditions to the use of such registration statementRegistration Statement, as amendedset forth in the General Instructions to Form S-3, and the prospectus relating to the sale conditions of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 415 under the Act), are respectively referred have been satisfied with respect to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusTime of Sale Information, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Time of Sale Information that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iiiA) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than the issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed with the Commission in accordance with Rule 433 under the Act on or about January 23, 2013 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusTime of Sale Information, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (n) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General 163377271 COMET Class A(2025-3) Underwriting Agreement Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have Representative has agreed in writing, shall be in all substantive respects in the form furnished to the Representatives Representative before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the RepresentativesRepresentative) as the Company has advised the RepresentativesRepresentative, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with 163377271 COMET Class A(2025-3) Underwriting Agreement Rule 433 under the Act, including that certain issuer free writing prospectus filed by the Company or any of its co-registrants with the Commission on or about October 21, 2025 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument.. 163377271 COMET Class A(2025-3) Underwriting Agreement (d) Except as described in the Disclosure Materials, there are no actions, proceedings or investigations pending, or threatened in writing, before any court, administrative agency or other tribunal (A) asserting the invalidity of any Program Agreement to which it is a party, (B) seeking to prevent the issuance of the Collateral Certificate or the Notes or the consummation of any of the transactions set forth in any Program Agreement to which it is a party, which if adversely determined would materially and adversely affect the Collateral Certificate or the Notes, or the validity or enforceability of such Program Agreement, or (C) seeking adversely to affect the United States Federal income tax attributes of the Notes as described in the Preliminary Prospectus or the Prospectus under the headings “Prospectus Summary—Federal Income Tax Consequences” and “Federal Income Tax Consequences.” (e) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (ef) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each Each of the Pooling and Servicing Agreement, the Transfer Agreement and the Receivables Purchase Agreements will constitute Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of or filings with any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the consummation of the transactions set forth in the Program Agreements, the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (fg) (i) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the 1940 Act.

Representations, Warranties and Covenants of the Company. Upon the execution Each of the applicable Terms Agreement, representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company representsto the Investors in the Purchase Agreement in connection with the Offering is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, warrants and covenants to each Underwriter as of the date hereof of this Agreement and as of the Closing Date (unless otherwise specified) Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants to the Placement Agent as follows: (a) The Company has prepared and filed with the U.S. Securities and Exchange Commission (ithe “Commission”) A a registration statement on Form S-3 (NosRegistration No. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02286413), including a prospectus and such amendments thereto as may have been required to thereto, and related preliminary prospectuses, for the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 registration under the Securities Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such Securities which registration statement, as amendedso amended (including post-effective amendments, has become effective; if any) became effective on April 21, 2025. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement, as amendedstatement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the sale of the Notes offered thereby constituting a part thereofSecurities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as from time to time amended or at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented (including any prospectus form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) of (including the rules and regulations of the Commission (Base Prospectus as so supplemented) is hereinafter called the “Rules and Regulations”) under Prospectus Supplement.” Any reference in this Agreement to the Act), are respectively referred to herein as the “Registration Statement” and , the “Prospectus”; provided that a supplement to Base Prospectus or the Prospectus prepared pursuant to Section 7(a) of this Agreement Supplement shall be deemed to have supplemented refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus only with respect Supplement, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii) As , the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement conformed or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents incorporated by reference therein. (b) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the applicable Rules and Regulations, Regulations and did not include and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided. The Base Prospectus, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did notProspectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act, as defined below, and at the Closing Date applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not, include not contain as of the date thereof any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only Incorporated Documents incorporated by reference in the final ProspectusBase Prospectus or Prospectus Supplement); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectuslight of the circumstances under which they were made not misleading; and (v) Other than and any further documents so filed and incorporated by reference in the Preliminary Prospectus and the Base Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not madeTime of Sale Prospectus or Prospectus Supplement, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from when such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company documents are filed with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust AgreementCommission, will conform in all material respects to the descriptions thereof contained requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the Preliminary Prospectus and will be validly issued and entitled light of the circumstances under which they were made, not misleading. No post-effective amendment to the benefits and security afforded by Registration Statement reflecting any facts or events arising after the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties theretothereof which represent, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company individually or in the event of any moratorium or similar occurrence affecting aggregate, a fundamental change in the Company and information set forth therein is required to general principles of equitybe filed with the Commission. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except There are no documents required to be filed with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required Commission in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate transaction contemplated hereby that (x) have not been filed as required pursuant to the Pooling and Servicing Agreement, have been Securities Act or will be taken or obtained on or before the Closing Date. (fy) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, be filed within the requisite time period. There are no contracts or other documents required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and described in the reasonable belief ofBase Prospectus, the Company, the Company is not engaged (whether as defendant Time of Sale Prospectus or otherwise) in, nor has the Company knowledge of the existence ofProspectus Supplement, or any threat of, any legal, arbitration, administrative to be filed as exhibits or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation schedules to the Collateral Certificate Registration Statement, which (x) have not been described or any other outstanding Certificates and no event has occurred which would constitute filed as required or (after an issue of y) will not be filed within the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Eventrequisite time period. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company represents, warrants warrants, and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) The Company has prepared and filed with the Securities and Exchange Commission (ithe "SEC") A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 provisions of the Act) Securities Act of 1933 and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission SEC thereunder (collectively, the “Rules and Regulations”) under the "Securities Act"), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 SB-2 (File No. 333- ) for the registration of the Shares under the Securities Act, . Such registration statement as set forth amended at the time that it becomes effective is referred to collectively in this Agreement as the "Registration Statement," and the prospectus in the General Instructions form filed with the SEC as part of the Registration Statement or pursuant to Form S-3its Rule 424(b), if any, after the Registration Statement has been declared effective is referred to collectively as the "Prospectus." If the Company files an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the "462(b) Registration Statement") then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. (b) The Registration Statement in the form in which it becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective, and the conditions Prospectus filed as part of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus Statement and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to first filed with the Representatives before such date orSEC under its Rule 424(b), to if any, and when any supplement thereto is filed with the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such timeSEC, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed comply in all material respects with the applicable requirements provisions of the Securities Act and the Rules and Regulations, and did will not include contain at any such times an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing this representation and warranty does not apply to information contained statements in or omitted omissions from either information relating to the Selling Agent in the section of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation Prospectus entitled "Plan of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they Distribution" that were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Selling Agent expressly for use therein. (c) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the SEC or the securities authority of any state or other jurisdiction. No order preventing or suspending the use of any Prospectus, including any preliminary prospectus, has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the SEC or the securities authority of any state or other jurisdiction. (d) The Company has the capitalization set forth in the Preliminary Prospectus; and (v) Other than Prospectus under the Preliminary caption "Capitalization." All of the outstanding shares of Common Stock conform to the description of the Common Stock under the caption "Description of Capital Stock" in the Prospectus and are duly authorized and validly issued, fully paid and nonassessable and free of preemptive or similar rights. The Shares to be issued and sold by the Company have been duly authorized, and upon delivery to the purchasers thereof against payment therefor in accordance with the terms of the Offering as set forth in the Prospectus and the terms hereof, will have been validly issued and fully paid and will be nonassessable and free of preemptive or similar rights; and the Common Stock conforms in all material respects to the description thereof in the Registration Statement and the Prospectus (or any amendment or supplement thereto). None of the Company's issued and outstanding shares of Common Stock were issued in violation of the Securities Act. Except as disclosed in the Prospectus, there are no outstanding warrants, options or similar rights of any kind to acquire shares of the Company (including its agents and representatives other than capital stock of the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the NotesCompany. (be) The Company has been duly organized and incorporated, is validly existing as a Virginia limited liability company corporation under the laws of the Commonwealth State of Virginia. The Company has, in all material respects, South Carolina and has full power and authority to own or lease its properties and conduct its business as described in the Preliminary Prospectus. The Bank is a national banking association in organization under the laws of the United States of America and, upon the issuance of a charter by the Office of the Comptroller of the Currency (the "OCC"), will have full power and authority to execute, deliver own or lease its properties and perform conduct its business as described in the Pooling Prospectus. The Company has full power and Servicing Agreement, the Receivables Purchase Agreements, authority to enter into this Agreement and to perform its obligations hereunder. Neither the Company nor the Bank is required to be qualified to transact business as a foreign corporation under the laws of any other jurisdiction. (f) Upon the issuance of a charter by the OCC and the payment for the capital stock of the Bank, all of the issued shares of the Bank will be duly authorized and validly issued, fully paid, and, except as may be applicable Terms Agreement under the National Bank Act, nonassessable and will be owned beneficially by the Company free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholders' agreements, voting trusts, equities or claims of any nature whatsoever. The Company has made application: (i) to the Board of Governors of the Federal Reserve System for approval to become a bank holding company and to authorize the sale acquire all of the Notesshares of the Bank; (ii) to the OCC, for approval to charter a national bank; and (iii) to the Federal Deposit Insurance Corporation for approval for Federal Deposit Insurance for Bank deposits (each a "Regulatory Approval" and collectively, the "Regulatory Approvals"). The Company and the Bank have obtained or have filed for all other material licenses, consents and approvals, and have satisfied or have taken all action required at this time to consummate satisfy all material eligibility and other similar requirements imposed by federal and state regulatory bodies, administrative agencies or other governmental bodies, agencies or officials, in each case applicable to the transactions conduct of the business in which they are engaged or are contemplated by to be engaged as described in the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with Registration Statement. With respect to the securities laws of Regulatory Approvals, as well as all other material licenses, consents and approvals, and any foreign jurisdiction other similar requirements that the Company or the state securities or Blue Sky laws of various jurisdictions)Bank does not have at this time, in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would all applications therefor are complete, accurate, and have been filed with the appropriate regulatory authorities, (ii) the Company has received preliminary notice from the OCC that such application for Regulatory Approval will be approved, and (iii) the Company knows of no reason why all final Regulatory Approvals will not be received prior to the time required. Other than the Bank, the Company does not own, directly or indirectly, any capital stock or other equity securities of any corporation or any ownership interest in any partnership, joint venture or other association. (g) The Company and the Bank have good and marketable title to all property described in the Prospectus as being owned by them, free and clear of all liens, claims, security interests or other encumbrances except such as are described in the Registration Statement and the Prospectus (or any amendment or supplement thereto or in a document filed as an exhibit to the Registration Statement) or such as are not material and do not interfere in any material respect with the use of the property or the conduct of the business of the Company and the Bank taken as a whole, and any property held under lease by the Company or the Bank is held by them under valid and enforceable leases with only such exceptions as in the aggregate are not material and do not interfere in any material respect with the conduct of the business of the Company and the Bank taken as a whole; provided that no representation or warranty is made hereby to the title of the lessor of any such property. (h) There are no legal or governmental proceedings pending, or, to the knowledge of the Company, threatened, required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) that are not described as required, and there is no contract or document of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described or filed as required. (i) Neither the Company nor the Bank is in violation of its articles of incorporation or bylaws or articles of association, as the case may be. Neither the Company nor the Bank is in default in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which the Company or the Bank is a party or by which its assets are bound, or in violation of any law, administrative regulation or ruling or court decree applicable to the Company or the Bank or any of their properties, which default or violation would, individually or in the aggregate, have a material adverse effect impact on each (a) the financial position, business, or results of operations of the Company and its subsidiaries (if any)or the Bank, taken as a whole, or (iib) the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement ("Material Adverse Effect"). Neither the issuance nor the sale of the Shares nor the execution and delivery of this Agreement nor the performance of the obligations of the Company set forth herein nor the consummation of the transactions herein contemplated requires any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except such as may be required in connection with the Regulatory Approvals and under the Securities Act, the rules of the National Association of Securities Dealers, Inc. ("NASD"), or other securities laws or Blue Sky laws) or will conflict with the articles of incorporation or bylaws or articles of association, as the case may be, of the Company or the Bank, or constitute a breach or default under any agreement, indenture or other instrument to which the Company or the Bank is a party or by which either of them or any of their property is bound, or any law, administrative regulation or ruling or court decree applicable to the Company or the Bank or any of their properties, except for any such conflict, breach or default that would not have a Material Adverse Effect. (j) Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement thereto), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), the Company has not incurred any liability or obligation, direct or contingent, or entered into any transaction, not in the ordinary course of business, that is material to the Company and the Bank taken as a whole, and there has not been any material change in the capital stock, or material increase in the short-term debt or long-term debt, of the Company or the Bank, or any change or development that has or could reasonably be expected to have a Material Adverse Effect. (k) ▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC, which has audited certain of the financial statements filed with the SEC as part of the Registration Statement and the Prospectus, has consented in writing to the inclusion of its report in the Prospectus and is an independent registered public accounting firm as required by the Securities Act. (l) The Company's financial statements, together with related schedules and notes, forming part of the Registration Statement and the Prospectus, conform to the requirements of the Securities Act and present fairly the financial position and the results of operations of the Company and the Bank at the respective dates or for the respective periods to which they apply; such statements and related notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Registration Statement and the Prospectus is fairly presented and prepared on a basis consistent with such financial statements and the books and records of the Company and the Bank. The Company and the Bank have no material contingent obligations that are not disclosed in the Registration Statement and the Prospectus, as they may be amended or supplemented. (m) No holders of securities of the Company have rights to the registration of such securities in the Offering. (n) The Company and the Bank have filed all federal, state and foreign income tax returns that have been required to be filed and have paid all taxes indicated by such returns and all assessments received by them to the extent that such taxes have become due, and are not being contested in good faith. (o) No labor dispute with the employees of the Company or the Bank exists, or, to the knowledge of the Company, is imminent or threatened. (p) Prior to the opening of the Bank, the Company and the Bank will be insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged; all policies of insurance and fidelity or surety bonds insuring the Company and the Bank and their businesses, assets, employees, officers and directors will be in full force and effect; the Company and the Bank will be in compliance with the terms of such policies and instruments in all material respects; and there will be no claims by the Company or the Bank under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Company and the Bank have not been refused any insurance coverage sought or applied for; and the Company and the Bank have no reason to believe that they will not be able to renew the insurance coverage which will be in place when the Bank opens as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their businesses at a cost that would not have a material adverse effect on the Company’s ability to consummate condition (financial or otherwise), prospects, earnings, business or properties of them, whether or not arising from transactions in the transactions ordinary course of business, except as set forth in or contemplated by in the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms AgreementProspectus (exclusive of any amendment or supplement thereto). (cq) Prior to the opening of the Bank, the Company and the Bank will maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (r) The executionCompany has not taken, delivery and performance by directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Pooling and Servicing AgreementShares. (s) No relationship, direct or indirect, exists between or among the Receivables Purchase Agreements, this Agreement and Company on the applicable Terms Agreementone hand, and the delivery directors, officers, shareholders, customers or suppliers of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action Company on the part of other hand, that is required to be described in the Company. Neither Prospectus that is not so fully and accurately described. (t) To the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement knowledge of the Company, except as previously disclosed to the Selling Agent, there are no affiliations or associations (iias such terms are defined by the NASD) conflict with between any member of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon NASD and any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract 's executive officers or other instrumentdirectors. (du) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreementis not and, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary after giving effect to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance offer and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral CertificateShares, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.an

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms AgreementThe Company represents and warrants to, and agrees with, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as followsInvestor that: (a) (i) A registration statement 5.1 The Company has filed with the Commission a Registration Statement on Form S-3 (NosRegistration File No. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 333- 115052) under the Securities Act, which was declared effective by the S.E.C. on November 9, 2004, for the registration under the Securities Act has been filed with of the Commission Shares (which may have included one or more preliminary prospectuses and prospectus supplements meeting any shares issuable upon exercise of the Warrants). At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 430 of 415(a)(1)(x) under the Act) Securities Act and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) of under the Securities Act, and the rules and regulations (the "Rules and Regulations") of the Commission (the “Rules and Regulations”) under the Act)promulgated thereunder, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared form of prospectus included in such registration statement relating to the placement of the Units and the plan of distribution thereof and has advised the Investors of all further information (financial and other) with respect to the Company required to be set forth therein. The Company will also use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all shares of common stock issuable pursuant to Section 7(athe exercise of the Warrants have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act, or may be sold without volume restrictions pursuant to Rule 144(k) of this as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company's transfer agent and the Investor. Any reference in the Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to have supplemented refer to and include the documents incorporated by reference therein (the "Incorporated Documents") pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus only with respect Supplement, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms "amend," "amendment" or "supplement" with respect to the Registration Statement; (ii) As , the Base Prospectus or the Prospectus Supplement shall be deemed to refer to an include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is "contained," "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, the Preliminary Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact Base Prospectus or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with Supplement, as the applicable requirements of case may be. No stop order suspending the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation effectiveness of the Registration Statement or the Prospectus; (iv) The Preliminary use of the Base Prospectus at or the Time of Sale did notProspectus Supplement has been issued, and at the Closing Date will notno proceeding for any such purpose is pending or has been initiated or, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent informationCompany's knowledge, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated threatened by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms AgreementCommission. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution Each of the applicable Terms Agreement, representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company representsto the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, warrants and covenants to each Underwriter as of the date hereof of this Agreement and as of each Closing Date, hereby made to, and in favor of, the Closing Date (unless otherwise specified) as followsPlacement Agent. In addition to the foregoing, the Company represents and warrants that: (a) (i) A The Company has prepared and filed with the Commission a registration statement on Form S-3 (NosRegistration No. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02276259), including and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a prospectus and such amendments thereto as may have been required supplement to the date hereof, form of prospectus included in such registration statement relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 placement of the ActShares and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) and such with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amendedamended at the date of this Agreement, has become effectiveis hereinafter called the “Registration Statement”; such registration statement, as amended, prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the prospectus relating to supplemented form of prospectus, in the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus form in which it will be filed with the Commission pursuant to Rule 424(b) of (including the rules and regulations of the Commission (Base Prospectus as so supplemented) is hereinafter called the “Rules and Regulations”) under Prospectus Supplement.” Any reference in this Agreement to the Act), are respectively referred to herein as the “Registration Statement” and , the “Prospectus”; provided that a supplement to Base Prospectus or the Prospectus prepared pursuant to Section 7(a) of this Agreement Supplement shall be deemed to have supplemented refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus only with respect Supplement, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii) As , the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact Base Prospectus or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with Supplement, as the applicable requirements of case may be. No stop order suspending the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation effectiveness of the Registration Statement or the Prospectus; (iv) The Preliminary use of the Base Prospectus at or the Time of Sale did notProspectus Supplement has been issued, and at the Closing Date will notno proceeding for any such purpose is pending or has been initiated or, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission Company’s knowledge, is threatened by the Commission. For purposes of pricing and price-dependent informationthis Agreement, which information shall of necessity appear only in “Free Writing Prospectus” has the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined meaning set forth in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement Securities Act and the applicable Terms Agreement and to authorize “Time of Sale Prospectus” means the sale of the Notespreliminary prospectus, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company together with the provisions hereof or thereofFree Writing Prospectuses, will (i) conflict with or result in a breach of any of the material terms and provisions ofif any, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required used in connection with the valid and proper authorizationPlacement, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Dateincluding any documents incorporated by reference therein. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; , remains effective and the conditions to the use of such registration statementRegistration Statement, as amendedset forth in the General Instructions to Form S-3, and the prospectus relating to the sale conditions of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 415 under the Act), are respectively referred have been satisfied with respect to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about August 18, 2015 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement The Registration Statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution Each of the applicable Terms Agreement, representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company representsto the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, warrants and covenants to each Underwriter as of the date hereof of this Agreement and as of the Closing Date (unless otherwise specified) as followsDate, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that: (a) (i) A The Company has prepared and filed with the Commission a registration statement on Form S-3 F-3 (NosRegistration No. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02240289), including and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a prospectus and such amendments thereto as may have been required supplement to the date hereof, form of prospectus included in such registration statement relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 placement of the ActShares and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) and such with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amendedamended at the date of this Agreement, has become effectiveis hereinafter called the “Registration Statement”; such registration statement, as amended, prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the prospectus relating to supplemented form of prospectus, in the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus form in which it will be filed with the Commission pursuant to Rule 424(b) of (including the rules and regulations of the Commission (Base Prospectus as so supplemented) is hereinafter called the “Rules and Regulations”) under Prospectus Supplement.” Any reference in this Agreement to the Act), are respectively referred to herein as the “Registration Statement” and , the “Prospectus”; provided that a supplement to Base Prospectus or the Prospectus prepared pursuant to Section 7(a) of this Agreement Supplement shall be deemed to have supplemented refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus only with respect Supplement, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii) As , the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact Base Prospectus or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with Supplement, as the applicable requirements of case may be. No stop order suspending the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation effectiveness of the Registration Statement or the Prospectus; (iv) The Preliminary use of the Base Prospectus at or the Time of Sale did notProspectus Supplement has been issued, and at the Closing Date will notno proceeding for any such purpose is pending or has been initiated or, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission Company’s knowledge, is threatened by the Commission. For purposes of pricing and price-dependent informationthis Agreement, which information shall of necessity appear only in “Free Writing Prospectus” has the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined meaning set forth in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement Securities Act and the applicable Terms Agreement and to authorize “Time of Sale Prospectus” means the sale of the Notespreliminary prospectus, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company together with the provisions hereof or thereofFree Writing Prospectuses, will (i) conflict with or result in a breach of any of the material terms and provisions ofif any, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required used in connection with the valid and proper authorizationPlacement, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Dateincluding any documents incorporated by reference therein. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; , remains effective and the conditions to the use of such registration statementRegistration Statement, as amendedset forth in the General Instructions to Form S-3, and the prospectus relating to the sale conditions of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 415 under the Act), are respectively referred have been satisfied with respect to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about [ ][ ], 20[ ] (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (n) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respectsother than any issuer free writing prospectus, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about June 15, 2016 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”).

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about November 15, 2021 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) Except as described in the Disclosure Materials, there are no actions, proceedings or investigations pending, or threatened in writing, before any court, administrative agency or other tribunal (A) asserting the invalidity of any Program Agreement to which it is a party, (B) seeking to prevent the issuance of the Collateral Certificate or the Notes or the consummation of any of the transactions set forth in any Program Agreement to which it is a party, which if adversely determined would materially and adversely affect the Collateral Certificate or the Notes, or the validity or enforceability of such Program Agreement, or (C) seeking adversely to affect the United States Federal income tax attributes of the Notes as described in the Preliminary Prospectus or the Prospectus under the headings “Prospectus Summary—Federal Income Tax Consequences” and “Federal Income Tax Consequences.” (e) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (ef) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each Each of the Pooling and Servicing Agreement, the Transfer Agreement and the Receivables Purchase Agreements will constitute Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of or filings with any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with consummation of the transactions set forth in the Program Agreements, the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (fi) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the 1940 Act. (ii) The Master Trust is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, a “covered fund” for purposes of the ▇▇▇▇▇▇▇ Rule. In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the ▇▇▇▇▇▇▇ Rule may be available, the Company has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act. (gh) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (hi) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (ij) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (jk) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the NoteholdersNoteholders (as defined below). (kl) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (lm) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (mn) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (o) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes. (p) The Company has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust or the transactions contemplated by this Agreement or the other Program Agreements.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the The Company hereby represents, warrants and covenants to each Underwriter the Placement Agent as of the date hereof hereof, and as of the each Closing Date (unless otherwise specified) Date, as follows: (a) The Company has filed with the Securities and Exchange Commission (ithe “Commission”) A a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), which was filed on December 10, 2009, amended on January 5, 2010, and declared effective on January 8, 2010 for the registration of the Shares. Any Rule 462(b) Registration Statement (as defined below) has become effective under the Securities Act. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Following the determination of pricing among the Company and the prospective Investors introduced to the Company by the Placement Agent, the Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (Nos. 333-130862the “Rules and Regulations”) of the Commission promulgated thereunder, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required to the date hereof, supplement relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 terms of the ActOffering and of the Shares and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) and such with respect to the Company required to be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at such time, as amendedamended at such time, has become effectiveis hereinafter called the “Registration Statement”; such registration statement, as amended, prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) of (including the rules and regulations of the Commission (Base Prospectus as so amended or supplemented) is hereinafter called the “Rules and Regulations”Prospectus Supplement.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Act)Securities Act is called the “Rule 462(b) Registration Statement”, are respectively referred to herein as and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” and shall include the “Prospectus”; provided that a supplement Rule 462(b) Registration Statement. Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the 462(b) Registration Statement, if any, the Base Prospectus prepared pursuant to Section 7(a) of this Agreement or the Prospectus Supplement shall be deemed to have supplemented refer to and include the Prospectus only with respect documents incorporated by reference therein (the “Incorporated Documents”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii, the Original Registration Statement, the 462(b) As Registration Statement, if any, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary 462(b) Registration Statement, if any, the Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond information that contained is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the 462(b) Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and RegulationsStatement, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Dateif any, the Registration Statement and Base Prospectus or the Prospectus will conform in all material respects with Supplement, as the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include case may be. The Company has not received any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, notice that the foregoing does not apply Commission has issued or intends to information contained in or omitted from either of issue a stop order suspending the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation effectiveness of the Registration Statement or the Prospectus; (iv462(b) The Preliminary Prospectus at the Time of Sale did notRegistration Statement, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer use of the Collateral Certificate pursuant Base Prospectus or the Prospectus Supplement or intends to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Datecommence a proceeding for any such purpose. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; , remains effective and the conditions to the use of such registration statementRegistration Statement, as amendedset forth in the General Instructions to Form S-3, and the prospectus relating to the sale conditions of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 415 under the Act), are respectively referred have been satisfied with respect to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about November 14, 2013 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the NoteholdersNoteholders (as defined below). (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (n) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act, including that certain issuer free writing prospectus filed by the Company or any of its co-registrants with the Commission on or about June 1, 2022 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) Except as described in the Disclosure Materials, there are no actions, proceedings or investigations pending, or threatened in writing, before any court, administrative agency or other tribunal (A) asserting the invalidity of any Program Agreement to which it is a party, (B) seeking to prevent the issuance of the Collateral Certificate or the Notes or the consummation of any of the transactions set forth in any Program Agreement to which it is a party, which if adversely determined would materially and adversely affect the Collateral Certificate or the Notes, or the validity or enforceability of such Program Agreement, or (C) seeking adversely to affect the United States Federal income tax attributes of the Notes as described in the Preliminary Prospectus or the Prospectus under the headings “Prospectus Summary—Federal Income Tax Consequences” and “Federal Income Tax Consequences.” (e) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (ef) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each Each of the Pooling and Servicing Agreement, the Transfer Agreement and the Receivables Purchase Agreements will constitute Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of or filings with any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the consummation of the transactions set forth in the Program Agreements, the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (fg) (i) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the 1940 Act. (ii) The Master Trust is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, a “covered fund” for purposes of the ▇▇▇▇▇▇▇ Rule. In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the ▇▇▇▇▇▇▇ Rule may be available, the Company has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act. (gh) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (hi) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (ij) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (jk) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the NoteholdersNoteholders (as defined below). (kl) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (lm) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (mn) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (o) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes. (p) The Company has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust or the transactions contemplated by this Agreement or the other Program Agreements.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms AgreementThe Company hereby represents and warrants to, the Company represents, warrants and covenants to with, each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A The Registration Statement is an “automatic shelf registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto statement” as may have been required to defined under Rule 405 of the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are threatened by the Commission. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (which may have included one or more preliminary prospectuses and prospectus supplements meeting within the requirements meaning of Rule 430 164(h)(2) under the Securities Act) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” and is a well-known seasoned issuer, in each case as defined in Rule 405 under the Securities Act. The Company will pay the registration fee for this offering pursuant to Rule 456(b)(1) under the Securities Act within the time period required by such rule (without giving effect to the proviso therein) and such registration statementin any event prior to the Closing Date. (b) Each Preliminary Prospectus and the Prospectus when filed complied in all material respects with the Securities Act and the rules thereunder. Each of the Registration Statement and any post-effective amendment thereto, as amendedat the time it became effective and at the date hereof, has become effective; such registration statementcomplied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission thereunder (collectively, the “Rules and RegulationsTrust Indenture Act”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading andmisleading. The Prospectus (including any Prospectus wrapper), on as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b), at the Closing DateDate and at any Subsequent Closing Date (as defined herein), the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing misleading. The representations and price-dependent information, which information shall of necessity appear only warranties set forth in the final Prospectus); provided, however, that this representation and warranty shall two immediately preceding sentences do not apply to any statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in therein, it being understood and agreed that the Preliminary Prospectus; and (v) Other than only such information furnished by the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws Representative consists of the Commonwealth of Virginiainformation described as such in Section 8(b) hereof. The Company has, in all material respects, full power and authority There is no contract or other document required to own its properties and conduct its business as be described in the Preliminary Prospectus, and Prospectus or to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect be filed as an exhibit to the securities laws of any foreign jurisdiction Registration Statement that has not been described or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken filed as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreementrequired. (c) The executiondocuments incorporated by reference in the Prospectus, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company when they were filed with the provisions hereof or thereofCommission, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents, when they were so filed, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the descriptions thereof contained statements therein, in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as light of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered circumstances under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was they were made, an “ineligible issuer” as defined in Rule 405 under the Actnot misleading.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms AgreementThe Company represents and warrants to, and covenants with, the Company representsPurchaser that, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) or as follows:of such other date as may be expressly set forth below): (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act The Company has been timely filed with the Securities and Exchange Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements “Commission”) all documents required to be filed pursuant to the Securities Exchange Act of Rule 430 of the Act) and such registration statement1934, as amendedamended (the “Exchange Act”) during the 12 months preceding the date of this Agreement. The following documents (collectively, has become effective; such registration statement, as amended, the “Exchange Act Documents”) complied when filed in all material respects with the Exchange Act and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the applicable rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulationsthereunder, and did not include not, when so filed, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading: (i) Annual Report on Form 10-K for the Year ended June 27, 2003; (ii) Quarterly Reports on Form 10-Q for the Quarters ended September 26, 2003 and December 26, 2003; (iii) Definitive Proxy Statement filed with the Commission on November 4, 2003; and (iv) All other documents filed by the Company with the Commission since June 27, on 2003. The financial statements of the Closing Date, Company included in the Registration Statement and the Prospectus will conform Exchange Act Documents comply in all material respects with applicable accounting requirements and the applicable requirements rules and regulations of the Act Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the Rules results of operations and Regulationscash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (b) The information contained in the Exchange Act Documents, taken as a whole and neither as amended to the date hereof, does not as of such documents will include the date hereof contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notesmisleading. (bc) The Company has been duly organized and incorporated, is validly existing as a Virginia limited liability company corporation in good standing under the laws of the Commonwealth jurisdiction of Virginia. The Company hasits incorporation, in all material respects, full has the corporate power and authority to own or lease its properties and to conduct its business as currently conducted and as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, Exchange Act Documents (as defined below) and is duly qualified to do transact business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualify qualified or obtain such licenses and approvals (i) be in good standing would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would not reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling Company and Servicing Agreementits Subsidiaries, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in taken as a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrumentwhole. (d) The Each “significant subsidiary” (as defined in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”)) of the Company has duly executed and delivered this Agreement and that is incorporated in the applicable Terms Agreement. United States (ethe “Subsidiaries”) The Collateral Certificate has been duly authorized and when incorporated, is validly issued existing as a corporation in accordance with good standing under the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf laws of the Issuer pursuant jurisdiction of its incorporation, has the corporate power and authority to the Trust Agreement, will conform in all material respects own its property and to the descriptions thereof contained conduct its business as currently conducted and described in the Preliminary Prospectus Exchange Act Documents and will be validly issued is duly qualified to transact business and entitled to is in good standing in each jurisdiction in which the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as conduct of the applicable settlement date its business or its ownership or leasing of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its termsproperty requires such qualification, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required failure to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and so qualified or be in the reasonable belief of, the Company, the Company is good standing would not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might reasonably be expected to have a material adverse effect on the Collateral CertificateCompany and its Subsidiaries, taken as a whole; all of the issued shares of capital stock of each Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims and free of preemptive or similar rights. (he) Except for the UnderwritersThis Agreement has been duly authorized, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notesexecuted and delivered by, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become is a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates valid and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief binding agreement of, the Company, the enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity and except as rights to indemnification and contribution in Section 11 hereof may be limited under applicable law. (f) The Company is not engaged (whether as defendant required to obtain any consent, waiver, authorization or otherwise) in, nor has the Company knowledge of the existence order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority any regulatory or self-regulatory agency or any threat ofother individual, any legalcorporation, arbitrationpartnership, administrative limited liability company, association, trust or other proceedings the result of which might have entity or organization (each, a material adverse effect on the Noteholders. (k“Person”) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, other than (a) the filing with the Commission of the Registration Statement and a Form D, (b) applicable Terms Blue Sky filings and (c) the filing of a listing notification with the New York Stock Exchange. (g) The authorized capital stock of the Company consists of 750,000,000 shares of Common Stock, par value $0.001, of which 211,034,000 shares were outstanding as of December 26, 2003. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Exchange Act Documents. Except as disclosed in the Exchange Act Documents or under existing employee benefits plans of the Company described in the Exchange Act Documents, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company). All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with all applicable securities laws. (h) The issue and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. (i) The shares of common stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable. (j) The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, the Receivables Purchase Agreements will be validly issued, fully paid and non-assessable, and the Pooling issuance of such Shares will not be subject to any preemptive or similar rights. (k) The execution and Servicing Agreement shall have been paid or will be paid delivery by the Company at of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or before the Closing Date certificate of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company or any of its Subsidiaries that is material to the extent then dueCompany and its Subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares and by Federal and state securities laws with respect to the Company’s obligations under Sections 8 and 10 of this Agreement. (l) As Other than intraquarter working capital fluctuations of the Closing Datetype described in the Exchange Act Documents, there has not occurred any material adverse change in the representations and warranties condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole, since December 26, 2003. (m) There are no legal or governmental proceedings pending or threatened to which the Company or any of its Subsidiaries is a party or to which any of the properties of the Company or any of its Subsidiaries is subject other than proceedings accurately described in all material respects in the Pooling Exchange Act Documents and Servicing proceedings that would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or that would have any material effect on the power or ability of the Company to perform its obligations under this Agreement to consummate the transactions contemplated by this Agreement. (n) Except as described in the Exchange Act Documents or as would not reasonably be expected by the Company to result in a material adverse effect, neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that, with notice or lapse of time or both, would result in a default by the Receivables Purchase Agreements will Company or any Subsidiary under) any indenture, loan, or credit agreement of any kind or any other instrument to which it is a party or by which any of its properties is bound, (ii) is in violation of any order of any court, arbitrator or governmental body or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business, except in the case of clauses (i), (ii) and (iii) as would not have or reasonably be true expected to result in a material adverse effect on the Company and correct its Subsidiaries, taken as a whole. (o) Except as described in the Exchange Act Documents, the Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, alone or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole. (p) Except as described in the Exchange Act Documents, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, alone or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole. (q) Except as described in the Exchange Act Documents, the Company and its Subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and neither the Company nor any of its Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, alone or in the aggregate, would reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole. (r) The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and its Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, except for liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries and liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and its Subsidiaries are in compliance in all material respects. (ms) No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company or its Subsidiaries which could reasonably be expected to result in a material adverse effect on the Company and its Subsidiaries, taken as a whole. (t) The Company was not, on the date on which the first bona fide offer is in material compliance with all provisions of the Notes sold pursuant ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the applicable Terms Agreement was madeClosing Date. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, an “ineligible issuer” (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Rule 405 Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the date prior to the filing date , as stated in such report, of the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, the Company’s knowledge, in other factors that could significantly affect the Company’s internal controls. (u) Except as set forth in the Exchange Act documents, there are no relationships or transactions involving the Company that would be required to be disclosed by the Company pursuant to Item 402 of Regulation S-K under the Securities Act. (v) Since December 26, 2003, except as specifically disclosed in the Exchange Act Documents, (i) the Company has not materially altered its method of accounting (other than as required by GAAP) or the identity of its auditors, (ii) the Company has not declared or made any dividend or distribution of cas

Representations, Warranties and Covenants of the Company. Upon the execution Each of the applicable Terms AgreementCompany and Medalist Diversified Holdings L.P., a Delaware limited partnership of which the Company is the sole general partner (the “Operating Partnership” and together with the Company, the Company “Transaction Entities”) hereby represents, warrants and covenants to each Underwriter the Placement Agent as of the date hereof hereof, and as of the Closing Date (unless otherwise specified) Date, as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862Neither the Company nor any of its directors and officers has distributed and none of them will distribute, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)prior to each Closing Date, including a prospectus and such amendments thereto as may have been required to the date hereof, relating to any offering material in connection with the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part Securities other than the Memorandum and any other materials permitted by the Securities Act and approved by the Placement Agent and its counsel. (b) The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as from time the Company was required by law or regulation to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(bfile such material) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively foregoing materials being collectively referred to herein as the “Registration Statement” SEC Reports”) on a timely basis or has received a valid extension of such time of filing and the “Prospectus”; provided that a supplement has filed any such SEC Reports prior to the Prospectus prepared pursuant to Section 7(a) expiration of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) any such extension. As of the Closing Datetheir respective dates, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Rules and RegulationsExchange Act, as applicable, and did not include none of the SEC Reports, when filed, contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made misleading. The financial statements of the Company, and Medalist Properties 8, LLC, including all notes and schedules thereto, included in the Memorandum present fairly the financial position of such entities and, with respect to the omission Company, its Subsidiaries, if any, at the dates indicated and the statement of pricing operations, stockholders’ equity and price-dependent informationcash flows of, which or such other permitted financial statements for, such entities and, with respect to the Company, its Subsidiaries, if any, for the periods specified, and related schedules and notes thereto, and the unaudited financial information shall of necessity appear only included in the final Prospectus); providedMemorandum, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and have been prepared in conformity with information relating to any Underwriter furnished to generally accepted accounting principles, consistently applied throughout the Company in writing by such Underwriter through the Representatives expressly for use periods involved. The statements of revenues and certain expenses included in the Preliminary ProspectusMemorandum, together with the related notes, comply with Rule 8-06 of Regulation S-X and present fairly in all material respects the revenue and certain expenses of each of Hanover Square North LLC and Medalist Fund 1-A, LLC (Franklin Square) for the periods specified; and said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with the rules and guidelines of the Securities and Exchange Commission (vthe “Commission”) Other than the Preliminary Prospectus with respect thereto. The pro forma financial statements and the Prospectusrelated notes thereto included in the Memorandum present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and subject to such rules and guidelines, the Company (including its agents believes the assumptions used in the preparation thereof are reasonable and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or adjustments used therein are appropriate to give effect to the transactions and circumstances referred to and will not preparetherein. Except as included therein, make, use, authorize, approve no historical or refer pro forma financial statements or supporting schedules are required to any be included or incorporated by reference in the Memorandum under the Securities Act or the Rules promulgated thereunder. All disclosures contained in the Memorandum regarding “written communicationnon-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in Rule 405 under all material respects with Regulation G of the Exchange Act) that constitutes an offer , and Item 10 of Regulation S-K of the Securities Act, to sell or solicitation of an offer to buy the Notesextent applicable. (bc) Cherry Bekaert LLP (the “Auditor”) is the Company’s independent public accountants as required by the Securities Act and the Rules. (d) The Company has been duly organized and is validly existing as a Virginia limited liability company corporation in good standing under the laws of the Commonwealth State of Virginia. The Company has, in all material respects, full Maryland and has corporate power and authority to own own, lease, and operate its properties and to conduct its business as described in the Preliminary Prospectus, Memorandum and to execute, deliver enter into and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, its obligations under this Agreement the Operating Partnership Agreement (as defined below) and the applicable Terms Management Agreement dated as of March 15, 2016 (the “Management Agreement”); by and between the Company and Medalist Fund Manager, Inc., a Virginia corporation (the “Manager”); and the Company is duly qualified as a foreign corporation to authorize the sale transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the Notesownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify individually or in the aggregate would not have a material adverse effect on the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects (as described in the Memorandum) of the Transaction Entities and to consummate their Subsidiaries considered as a whole (a “Material Adverse Effect”). (e) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the transactions contemplated by laws of the Pooling and Servicing AgreementState of Delaware, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any as a foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own or hold its properties and other assets, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement. The Company is the sole general partner of the Operating Partnership. The Agreement of Limited Partnership of the Operating Partnership, in the form filed as an exhibit to the SEC Reports (the “Operating Partnership Agreement”) is in full force and effect, and the aggregate percentage interests of the Company and the limited partners in the Operating Partnership are as set forth in the Memorandum. (f) Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or obtain such licenses and approvals (i) to be in good standing would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or not result in a breach of any Material Adverse Effect. Except as otherwise disclosed in the Memorandum, all of the material terms issued and provisions of, outstanding capital stock or constitute a material default under, any equity interests of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate each Subsidiary has been duly authorized and when validly issued in accordance with the Pooling issued, is fully paid and Servicing Agreement, duly authenticated by the Master Trust Trustee non-assessable and delivered is owned by the Company, as Beneficiary to the Owner Trustee on behalf directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the Issuer outstanding shares of capital stock or equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Subsidiaries of the Company are the subsidiaries set forth in the SEC Reports. (g) The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Memorandum under the captions “Capitalization” and “Description of Capital Stock.” The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. Except as disclosed in the Memorandum: (i) other than with respect to (x) the OP Units disclosed in the Memorandum, (y) the warrants issued to ▇▇▇▇▇▇▇ Securities Co., Inc. disclosed in the Memorandum (the “Warrants”) and (z) any shares reserved pursuant to the Trust AgreementCompany’s equity incentive plan as disclosed in the Memorandum, will no shares of capital stock of the Company are reserved for any purpose, (ii) except for the OP Units described in the Memorandum, there are no outstanding securities convertible into or exchangeable for any shares of capital stock of the Company, and (iii) except for the Warrants, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of capital stock or any other securities of the Company. (h) The outstanding OP Units of the Operating Partnership have been duly authorized for issuance by the Operating Partnership and the Company as its general partner and were validly issued. Except as disclosed in the Memorandum, no OP Units are reserved for any purpose and there are no outstanding securities convertible into or exchangeable for any OP Units and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for OP Units or other securities of the Operating Partnership. The terms of the OP Units conform in all material respects to the statements and descriptions thereof related thereto contained in the Preliminary Prospectus Memorandum. (i) All necessary corporate action has been duly and will be validly issued taken by each of the Transaction Entities to authorize the execution, delivery and entitled to performance of this Agreement and the benefits issuance and security afforded sale of the Shares by the Pooling Company. This Agreement has been duly authorized, executed and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as delivered by each of the applicable settlement date of each Note. When Transaction Entities. (i) The Operating Partnership Agreement has been duly and validly authorized, executed and delivered by the parties Company and the Operating Partnership (and, to the knowledge of the Transaction Entities, by each other party thereto) and is a valid and binding agreement of the Company and the Operating Partnership (and, to the knowledge of the Transaction Entities, of each other party thereto), enforceable against the Company and the Operating Partnership (and, to the knowledge of the Transaction Entities, against each other party thereto) in accordance with its terms; (ii) each of the Pooling agreements filed as Exhibits to the SEC Reports relating to the acquisition of: (1) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Franklin Square”); (2) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Greensboro Hampton Inn”); and Servicing Agreement (3) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Road, Mechanicsville, Virginia 23111 (“Hanover Square”, and collectively with Franklin Square and Greensboro Hampton Inn, each an “Acquired Property” and collectively the “Acquired Properties”) has been duly authorized, executed and delivered by the Company and the Receivables Purchase Agreements will constitute Operating Partnership, and is a legal, valid and binding obligation agreement, enforceable against the Company and the Operating Partnership in accordance with its terms, and neither of the Transaction Entities has any reason to believe that any of the aforementioned acquisition agreements have not been duly and validly authorized by all other parties thereto; and (iii) the Management Agreement, has been duly authorized, executed and delivered by the Company (and, to the knowledge of Transaction Entities, by the Manager) and constitutes a valid and binding agreement of the Company, enforceable against the Company (and, to the knowledge of Transaction Entities, against the Manager) in accordance with its terms; except in the case of each agreement described in this paragraph 2(m), except to the extent that the as enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, conservatorship, moratorium or other and similar laws now or hereafter in effect relating to or affecting creditors’ rights in generaland remedies generally, and subject, as such laws would apply in the event of the insolvencyto enforceability, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvalsequity and, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to equitable relief, the securities laws discretion of the court before which any foreign jurisdiction proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or the state securities or Blue Sky laws of various jurisdictionsin equity), required in connection and with the valid and proper authorizationrespect to indemnification thereunder, except as rights may be limited by applicable law or policies underlying such law. (k) The Securities have been duly authorized for issuance and sale of to the Notes Investors or their nominees pursuant to this Agreement, and when the Securities have been issued and delivered by the Company pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer against payment of the Collateral Certificate pursuant to the Pooling and Servicing Agreementconsideration set forth herein, have been or such Securities will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, validly issued and following fully paid and non-assessable; and the issuance of the Collateral CertificateSecurities is not subject to the preemptive or other similar rights of any security holder of the Company. The certificates, will not beif any, required to be registered under used to evidence the ▇▇▇▇ ▇▇▇Securities will, at the Closing Date, be in due and proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws of the Company and the requirements of the NASDAQ Capital Market. (gl) Based on information currently available toEach of the Transaction Entities and each of their Subsidiaries, if any, has all requisite corporate power and authority, and all necessary authorizations, approvals, consents, orders, licenses, certificates and permits of and from all governmental or regulatory bodies or any other person or entity (collectively, the “Permits”), to own, lease and license its assets and properties (including the Acquired Properties) and conduct its business, all of which are valid and in full force and effect, except where the lack of such Permits, individually or in the reasonable belief ofaggregate, would not have a Material Adverse Effect. Each of the CompanyTransaction Entities and each of their Subsidiaries, if any, have fulfilled and performed in all material respects all of their respective obligations with respect to such Permits and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of such entity thereunder. Except as may be required under the Securities Act, state and foreign Blue Sky laws and the rules of the Financial Industry Regulatory Authority (“FINRA”), no other Permits are required to enter into, deliver and perform the obligations of the Transaction Entities under this Agreement and for the Company is not engaged to issue and sell the Shares. (whether as defendant or otherwisem) in, nor has the Company knowledge Each of the existence Transaction Entities and each of their Subsidiaries owns or possesses legally enforceable rights to use all patents, patent rights, inventions, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, know-how and other similar rights and proprietary knowledge (collectively, “Intangibles”) necessary for the conduct of its business. Neither of the Transaction Entities nor any Subsidiary has received any notice of, or any threat is not aware of, any legal, arbitration, administrative infringement of or other proceedings the result conflict with asserted rights of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection others with the sale of the Notes, and neither the Company nor the Issuer are under respect to any obligation to pay any broker’s fee or commission in connection with such saleIntangibles. (i) No Pay Out Event The Operating Partnership or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates Subsidiary thereof has good and no event has occurred which would constitute marketable title (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available tofee or, and in the reasonable belief ofcase of ground leases and as disclosed in the Memorandum, leasehold) to Franklin Square, to an undivided 84% tenant-in- common interest in Hanover Square (the Company“Hanover Square Interest”) and to an undivided 64% tenant-in-common interest in Greensboro Hampton Inn (the “GBHI Interest”), free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances of any kind, except such as (1) are described in the Company is Memorandum or (2) do not, singly or in the aggregate, materially affect the value of such property and do not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection materially interfere with the execution, delivery use made and performance by the Company proposed to be made of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.such pr

Representations, Warranties and Covenants of the Company. Upon the execution The Company hereby represents and warrants to, and covenants with, each of the applicable Terms Agreement, Purchasers as follows: (A) Each of the representations and warranties of the Company representscontained in Sections 2.4, warrants 2.6, 2.7, 2.8, 2.9, 2.13 and covenants 2.14 (the "Prior Agreement Sections") of the Prior Agreement is true and correct, with the same force and effect as if each of such representations and warranties (together, subject to each Underwriter Section 2(b) hereof, with the definitions of all terms used therein which are defined in the Prior Agreement) were set forth at length herein and made directly to the Purchasers on and as of the date hereof and as if each Exhibit and Appendix referred to therein and attached to the Prior Agreement were attached to and made a part of the Closing Date (unless otherwise specified) as follows: (a) this Agreement, except that for purposes of this Agreement (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required all references to Schedules in the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Prior Agreement Sections shall be deemed to have supplemented the Prospectus only be references to Schedules to this Agreement and such Schedules shall be prepared with respect to and attached to this Agreement (labeled with the offering respective Prior Agreement Section number) and (ii) the reference in Section 2.13 to "Section 6" shall be deemed to refer to Section 5 hereof. With respect to any covenants or agreements of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as Company set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the ProspectusPrior Agreement Sections, the Company covenants and agrees to perform its obligations related thereto in accordance with the terms of the Prior Agreement Sections, as if such covenants and agreements were set forth at length herein, and made directly to the Purchasers on and as of the date hereof. (including its agents B) In the event that any term contained in any of the Prior Agreement Sections is defined in the Prior Agreement (the "Incorporated Definitions") and representatives is also defined in this Agreement, then for purposes of this Section 2 (but not for purposes of any other than provision of this Agreement, except as otherwise specifically provided herein) such term will have the Underwriters meaning assigned to it in their capacity as suchthe Prior Agreement, except that for purposes of this Agreement all references in the Prior Agreement Sections and the Incorporated Definitions to (i) has not made, used, prepared, authorized, approved or referred the "Shares" will be deemed to and will not prepare, make, use, authorize, approve or refer be references to any “written communication” the Shares (as defined in Rule 405 under this Agreement), (ii) the Act"Transaction Agreements" will be deemed to be references to the Transaction Agreements (as defined in this Agreement), (iii) that constitutes an offer the "Closing" will be deemed to sell or solicitation of an offer be references to buy the NotesClosing (as defined in this Agreement), and (iv) the "Restated Certificate" and the "Bylaws" will be deemed to be references to the Restated Certificate and the Bylaws (each as defined in this Agreement). (bC) In addition to the foregoing, the Company makes the following representations and warranties to the Purchasers: (I) The Company has been is a corporation duly organized and is organized, validly existing as a Virginia limited liability company and in good standing under the laws of the Commonwealth State of Virginia. The Company has, in Delaware and has all material respects, full requisite corporate power and authority to own its properties and conduct carry on its business as described currently conducted and as currently proposed to be conducted. The Company is qualified and in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified good standing to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which the failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on its business, properties, prospects or financial condition. The Company has delivered to each of the Purchasers true and accurate copies of the Company's Amended and Restated Certificate of Incorporation and Bylaws, each as amended through, and in effect on, the date hereof (the "Restated Certificate" and the "Bylaws"). (II) The authorized capital stock of the Company and its subsidiaries consists of (if anyx) 150,000,000 shares of common stock, par value $.01 per share (the "Common Stock"), taken of which 75,000,000 shares have been designated as Series A Common Stock (the "Series A Common Stock") and 75,000,000 shares have been designated as Series B Common Stock (the "Series B Common Stock"), and (y) 75,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"), of which (1) 25,000,000 shares have been designated as Series T Preferred Stock, (2) 7,000,000 shares have been designated as Series K Preferred Stock, and (3) 43,000,000 shares are undesignated as to series and shall be issuable pursuant to authority granted in the Restated Certificate to the Board of Directors (the "Series Preferred Stock"). As of the date hereof, (x) no shares of Series A Common Stock or Series B Common Stock have been issued or are outstanding, (y) other than the Initial TCI Shares and the Initial KPCB Shares, no shares of Series T Preferred Stock or Series K Preferred Stock have been issued or are outstanding, and (z) no shares of Series Preferred Stock have been designated as a wholeseries or class of Preferred Stock (nor has any action been taken to so designate any shares of Series Preferred Stock), and no shares of Series Preferred Stock have been issued or are outstanding. All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable and have been issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Company has reserved, and agrees that it will at all times keep reserved, such number of shares of Series B Common Stock as is sufficient to provide for the conversion of all shares of the Series T and Series K Preferred Stock (iiincluding the Shares to be issued pursuant to this Agreement) would have a material adverse effect outstanding from time to time, and has reserved, and agrees that it will at all times keep reserved, such number of shares of Series A Common Stock as is sufficient to provide for the conversion of all shares of Series B Common Stock then issued and outstanding or issuable upon the conversion, exercise or exchange of any security (including the shares of Series B Common Stock to be issued upon conversion of the Shares) outstanding from time to time. In addition to the foregoing, the Company has reserved for issuance such number of shares of Series A Common Stock as are issuable upon exercise of the stock options granted or to be granted as listed on Schedule 2(c) hereto. Except for the Company’s ability to consummate transactions contemplated by this Agreement or the Prior Agreement (including the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Stockholders' Agreement and the applicable Terms Registration Rights Agreement (each as defined in the Prior Agreement. )), or as set forth on Schedule 2(c) hereto, (cx) The executionthere are: (i) no outstanding warrants, delivery and performance options, rights (including conversion or preemptive rights), or agreements to subscribe for or purchase any capital stock or other securities from the Company; (ii) to the knowledge of the Company, no voting trusts or voting agreements among, or irrevocable proxies executed by, stockholders of the Company; (iii) no existing rights of stockholders to require the Company to register any securities of the Company or to participate with the Company in any registration by the Company of its securities; and (iv) to the Pooling knowledge of the Company, no agreements among stockholders providing for the purchase or sale of the Company's capital stock, and Servicing (y) the Company has not taken any action that would result in a stock split, stock dividend, reverse split, recapitalization or reclassification affecting its capital stock or the designation of the Series Preferred Stock as a series or class of Preferred Stock of the Company. (III) The Company has full power and authority to execute, deliver and perform its obligations under this Agreement, the Receivables Purchase Agreements, this Agreement Registration Rights Amendment (as defined below) and the applicable Terms AgreementStockholders' Agreement Amendment (as defined below) (collectively, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company "Transaction Agreements"). All corporate action on the part of the Company. Neither , its directors and its stockholders necessary for the execution authorization, execution, delivery and delivery by the Company performance of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate other Transaction Agreements by the Company, the authorization, sale, issuance and delivery of the Shares, and the performance of all of the Company's obligations hereunder and thereunder has been duly authorized and taken. Each of the Transaction Agreements, when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee executed and delivered by the Company, as Beneficiary to and assuming the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions due execution and delivery thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the other parties hereto or thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will shall constitute a legal, valid and legally binding obligation of the Company, enforceable against the Company it in accordance with its terms, except to subject to: (x) judicial principles limiting the extent that the enforceability thereof may be subject to availability of specific performance, injunctive relief and other equitable remedies and (y) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date' rights. (fIV) The Master Trust is not nowSince August 29, 1995, neither the Restated Certificate, the Bylaws, the Registration Rights Agreement, nor the Stockholders' Agreement has been amended in any way, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and except as specified in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements no action has been taken and the Pooling and Servicing Agreement shall have been paid or will no action is contemplated to be paid by the Company at or before the Closing Date taken in respect of any amendment to the extent then dueforegoing documents. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementRegistration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; remains effective and the conditions to the use of a registration statement on Form S-3 under the Actsuch Registration Statement, as set forth in the General Instructions to Form S-3SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply Company makes no representation or warranty with respect to information contained any statements or omissions made in or omitted from either of the documents based reliance upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use and in connection conformity with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below) and the Canadian Notice Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation (as defined below); and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act, including (A) that certain issuer free writing prospectus filed by the Company or any of its co-registrants with the Commission on or about March 18, 2022 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”), and (B) that certain issuer free writing prospectus filed by the Company or any of its co-registrants with the Commission on or about March 22, 2022 (the “Canadian Notice Issuer Free Writing Prospectus”), which discloses notices to certain prospective Canadian investors as contemplated under Canadian law. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) Except as described in the Disclosure Materials, there are no actions, proceedings or investigations pending, or threatened in writing, before any court, administrative agency or other tribunal (A) asserting the invalidity of any Program Agreement to which it is a party, (B) seeking to prevent the issuance of the Collateral Certificate or the Notes or the consummation of any of the transactions set forth in any Program Agreement to which it is a party, which if adversely determined would materially and adversely affect the Collateral Certificate or the Notes, or the validity or enforceability of such Program Agreement, or (C) seeking adversely to affect the United States Federal income tax attributes of the Notes as described in the Preliminary Prospectus or the Prospectus under the headings “Prospectus Summary—Federal Income Tax Consequences” and “Federal Income Tax Consequences.” (e) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (ef) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each Each of the Pooling and Servicing Agreement, the Transfer Agreement and the Receivables Purchase Agreements will constitute Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of or filings with any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the consummation of the transactions set forth in the Program Agreements, the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (fi) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the 1940 Act. (ii) The Master Trust is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, a “covered fund” for purposes of the ▇▇▇▇▇▇▇ Rule. In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the ▇▇▇▇▇▇▇ Rule may be available, the Company has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act. (gh) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (hi) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (ij) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (jk) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the NoteholdersNoteholders (as defined below). (kl) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (lm) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (mn) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (o) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes. (p) The Company has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust or the transactions contemplated by this Agreement or the other Program Agreements.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms AgreementThe Company represents and warrants to, and agrees with, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as followsInvestor that: (a) The Company has filed with the Securities and Exchange Commission (ithe “Commission”) A a registration statement on Form S-3 (NosRegistration File No. 333-130862129166) under the Securities Act, ▇▇▇-▇▇▇▇▇▇-▇▇ which became effective on November 14, 2005, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and 333-130862-02)complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, including and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a prospectus and such amendments thereto as may have been required supplement to the date hereof, form of prospectus included in such registration statement relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 placement of the ActUnits and the plan of distribution thereof and has advised the Representative of all further information (financial and other) and such with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amendedamended at the date of this Agreement, has become effectiveis hereinafter called the “Registration Statement”; such registration statement, as amended, prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the prospectus relating to supplemented form of prospectus, in the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus form in which it will be filed with the Commission pursuant to Rule 424(b) of (including the rules and regulations of the Commission (Base Prospectus as so supplemented) is hereinafter called the “Rules and Regulations”) under Prospectus Supplement.” Any reference in this Agreement to the Act), are respectively referred to herein as the “Registration Statement” and , the “Prospectus”; provided that a supplement to Base Prospectus or the Prospectus prepared pursuant to Section 7(a) of this Agreement Supplement shall be deemed to have supplemented refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus only with respect Supplement, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii) As , the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement conformed or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. 5.2 The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the applicable Rules and Regulations, Regulations and did not include and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided. The Base Prospectus, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did notProspectus, if any, and at the Closing Date Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not, include not contain as of the date thereof any untrue statement of a material fact or omit to state any a material fact required necessary in order to be stated make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement, in light of the circumstances under which they were made) not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that misleading. Notwithstanding the foregoing, the Company makes no representation representations or warranty is made with respect warranties as to the omission of pricing and price-dependent information, which information shall if any, contained in or omitted from the Time of necessity appear only in Sale Prospectus, if any, or the final Prospectus); provided, however, that this representation and warranty shall not apply to Prospectus Supplement or any statements amendment thereof or omissions made supplement thereto in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by such Underwriter through the Representatives expressly or on behalf of any Placement Agent specifically for use in the Preliminary Registration Statement, the Time of Sale Prospectus; and , if any, or the Prospectus Supplement, which information the parties hereto agree is limited to the Placement Agents’ Information as defined in Section 16 of the Placement Agent Agreement. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (vx) Other than have not been filed as required pursuant to the Preliminary Prospectus and Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. 5.3 To the extent necessary to ensure that the Registration Statement is available for sales of the Warrant Shares by the Investors, the Company shall use its reasonable best efforts to keep the Registration Statement continuously effective, supplemented, amended and current until all Warrant Shares have been issued or all Warrants have expired, whichever occurs earlier; provided that such obligation shall expire before such date if the Company delivers to the Investor a written opinion of counsel to the Company that all Investors may resell the Warrant Shares without registration under the Act and without restrictions as to the manner, timing and volume of such sale. Notwithstanding the foregoing, the Company shall not be required to amend or supplement the Registration Statement, any related prospectus or any document incorporated therein by reference and may suspend the availability of the Registration Statement (including a “Black Out Period”) for a period of time not to exceed 30 days in each instance and an aggregate of 60 days in any calendar year, (i) upon the occurrence or existence of any pending corporate development or any other material event as a result of which the Registration Statement, any related prospectus or any document incorporated by reference therein as then amended or supplemented would, in the Company’s good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) (A) the Company determines in good faith and in its agents and representatives other than reasonable judgment that the Underwriters disclosure of such event as such time would not be in their capacity as suchthe best interests of the Company or (B) the disclosure otherwise relates to a material business transaction which has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” yet been publicly disclosed. If a Black Out Period is in effect on the Termination Date (as such term is defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation Warrant), then the Termination Date shall be extended for the number of an offer to buy the Notescalendar days covered by such Black Out Period. (b) 5.4 The Company has been duly organized and is validly existing as a Virginia limited liability company corporation in good standing (or the equivalent thereof, if any) under the laws of the Commonwealth its jurisdiction of Virginia. The Company hasincorporation, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements)the equivalent thereof, and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any if any) as a foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), corporation in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualify qualified and in good standing or obtain have such licenses and approvals (i) power or authority would have not have, individually or in the aggregate, a material adverse effect on each the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries (if any), taken as a wholewhole (a “Material Adverse Effect”). 5.5 The Securities to be issued and sold by the Company hereunder and under any additional Subscription Agreements have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and nonassessable and free of any preemptive or similar rights. The Securities conform to the description thereof contained in the Base Prospectus, the Prospectus Supplement and the Time of Sale Prospectus, if any. 5.6 The Company has an authorized capitalization as set forth in the Base Prospectus, the Prospectus Supplement and the Time of Sale Prospectus, if any. All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the Base Prospectus, the Prospectus Supplement and the Time of Sale Prospectus, if any. None of the outstanding shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company that have been granted by the Company other than those referenced in the Base Prospectus and the Time of Sale Prospectus, if any. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, as described in the Base Prospectus and the Time of Sale Prospectus, if any, accurately and fairly present the information required to be shown with respect to such plans, arrangements, options and rights. 5.7 The Company has the full right, power and authority to enter into this Subscription Agreement and to perform and to discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, (ii) would have general principles of equity, regardless of whether asserted in a material adverse effect on the Company’s ability to consummate the transactions contemplated proceeding at equity or law, and may be limited by the Pooling federal or state securities laws and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreementpublic policy considerations in respect thereof. (c) 5.8 The execution, delivery and performance of this Agreement by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) not conflict with or result in a breach or violation of any of the material terms and or provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreementdeed of trust, contract loan agreement or other agreement or instrument to which the Company is a party or by which it the Company is bound, bound or (iv) result in the creation or imposition of any lien, charge or encumbrance upon to which any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf assets of the Issuer pursuant to the Trust AgreementCompany is subject, nor will conform such actions result in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as any violation of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each provisions of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation charter or by-laws of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event any statute, law, rule or regulation or any judgment, order or decree of any moratorium court or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body having jurisdiction over the Company or official (any of its properties or assets, except for such breach, violation or default that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 5.9 No consent, approval, authorization, filing with respect to the securities laws or order of or registration with, any foreign jurisdiction court or the state securities governmental agency or Blue Sky laws of various jurisdictions), body is required in connection with the valid transactions contemplated herein, except such as have been obtained or made under the Securities Act or the Exchange Act and proper authorizationsuch as may be required under the securities, issuance or blue sky, laws of any jurisdiction in connection with the offer and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance Units by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling manner contemplated herein and Servicing Agreement in the Base Prospectus, the Time of Sale Prospectus, if any, and the Receivables Purchase Agreements will be true Prospectus Supplement. 5.10 The financial statements, together with the related notes and correct schedules, of the Company included in the Base Prospectus, the Prospectus Supplement or the Registration Statement, the Time of Sale Prospectus, if any, or incorporated by reference therein, as the case may be, present fairly the financial condition, results of operations and cash flows of the Company and its consolidated subsidiaries and other consolidated entities as of the dates and for the periods indicated, comply in all material respectsrespects with the Securities Act and the Rules and Regulations thereunder, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved. No other financial statements or supporting schedules or exhibits are required by the Securities Act or the Rules and Regulations thereunder to be included in the Base Prospectus, the Prospectus Supplement or the Registration Statement, the Time of Sale Prospectus, if any, or incorporated by reference therein, as the case may be. (m) 5.11 Except as set forth in the Base Prospectus and the Time of Sale Prospectus, if any, there is no legal or governmental proceeding pending to which the Company is a party or of which any property or assets of the Company is the subject which is required to be described in the Base Prospectus or the Time of Sale Prospectus, if any, and is not described therein, or which, individually or in the aggregate, if determined adversely to the Company, would have a Material Adverse Effect or would prevent or adversely affect the ability of the Company to perform its obligations under this Agreement; and to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. 5.12 The Company was nothas made all filings, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was madeapplications and submissions required by, an “ineligible issuer” as defined in Rule 405 under the Act.and possesses all approvals, licenses, certificates, certifications, clearances, consents, exemptions, marks, notificatio

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have Representative has agreed in writing, shall be in all substantive respects in the form furnished to the Representatives Representative before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the RepresentativesRepresentative) as the Company has advised the RepresentativesRepresentative, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon The Company hereby represents and warrants to the execution of Underwriter as follows and acknowledges that the applicable Terms AgreementUnderwriter is relying upon such representations, the Company represents, warrants warranties and covenants to each Underwriter as in connection with its execution and delivery of the date hereof and as of the Closing Date (unless otherwise specified) as followsthis Agreement: (a) (i) A registration statement on Form S-3 S-1 (NosNo. 333-130862155227) with respect to the Firm Shares, ▇▇▇-▇▇▇▇▇▇-▇▇ the Directed Shares, and 333-130862-02the Additional Shares has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), including a prospectus and such amendments thereto as may have been required to the date hereofrules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has (ii) been filed with the Commission under the Securities Act (which may iii) been amended as necessary pursuant to any comments received from the Commission and (iv) the Final Registration Statement containing the Final Prospectus has become effective under the Securities Act. Copies of such registration statement and the amendments thereto have included one or more preliminary prospectuses been delivered by the Company to the Underwriter. At any particular time, this initial registration statement, in the form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) and prospectus supplements meeting the requirements of Rule 430 then deemed to be a part of the Act) and such initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As used in this Agreement, “Registration Statement” means the Initial Registration Statement, as amended, has become effective; such registration statementthe Final Registration Statement and any Additional Registration Statement, as amendedat the Effective Time, including all information contained in the Final Registration Statement and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus Final Prospectus filed with the Commission pursuant to Rule 424(b) of the rules Rules and regulations Regulations and deemed to be a part of the Commission (registration statement as of the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared Effective Time pursuant to Section 7(aparagraph (b) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering Rule 430A of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon As of the date and time of the execution of this Agreement, each Closing Date and the applicable Terms Initial Sale Time, and any representation made by the Company to the Placement Agent regardless of whether such representation was made prior to the execution of this Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as followsPlacement Agent that: i. The Company has filed with the Securities and Exchange Commission (athe "Commission") (i) A a registration statement on Form S-3 (NosFile No. 333-130862196243) including a related prospectus, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02for the registration of certain securities (the "Shelf Securities"), including a prospectus and such amendments thereto as may have been required to the date hereofSecurities, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Securities Act, and the rules and regulations thereunder (the "Securities Act Regulations"). The registration statement has been filed with declared effective under the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting Securities Act by the requirements of Rule 430 of the Act) and such Commission. The registration statement, as amendedof any time, has become effective; means such registration statementstatement as amended by any post-effective amendments thereto to such time, as amendedincluding the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the prospectus relating documents otherwise deemed to the sale of the Notes offered thereby constituting be a part thereof, thereof as from of such time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 430B under the ActSecurities Act Regulations ("Rule 430B"), are respectively is referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the "Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; " provided, however, that the foregoing does not apply "Registration Statement" without reference to information contained in or omitted from either a time means such registration statement as amended by any post-effective amendments thereto as of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation time of the Registration Statement or first contract of sale for the Prospectus; (iv) The Preliminary Prospectus at Securities, which time shall be considered the Time "new effective date" of Sale did not, and at the Closing Date will not, include any untrue such registration statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission Securities within the meaning of pricing paragraph (f)(2) of Rule 430B, including the exhibits and price-dependent informationschedules thereto as of such time, which information shall the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of necessity appear only in Form S-3 under the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus Securities Act and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity documents otherwise deemed to be a part thereof as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property time pursuant to the terms of any such indenture, mortgage, contract or other instrument. (dRule 430B. Any registration statement filed pursuant to Rule 462(b) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to Securities Act Regulations is hereinafter called the Trust Agreement, will conform in all material respects to "Rule 462(b) Registration Statement," and after such filing the descriptions thereof contained in term "Registration Statement" shall include the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions462(b), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement on Form S-3 (Nos. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02)The Registration Statement, including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; , remains effective and the conditions to the use of such registration statementRegistration Statement, as amendedset forth in the General Instructions to Form S-3, and the prospectus relating to the sale conditions of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) 415 under the Act), are respectively referred have been satisfied with respect to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the ProspectusDisclosure Materials, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus Disclosure Materials that has have previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) (A) On the effective date of the Registration Statement, the Registration Statement conformed (1) complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and (2) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, and (B) on the Closing Date, the Registration Statement and the Prospectus (1) will conform comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, Regulations and neither of such documents (2) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the ProspectusUnderwriter Information (as defined below); (iv) The Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus (as defined below), did not, at the Time of Sale did Sale, and will not, and at on the Closing Date will notDate, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary ProspectusInformation; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its co-registrants, agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than any issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed by the Company or any of its co-registrants with the Commission in accordance with Rule 433 under the Act on or about May 7, 2013 (the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Seller to rate the Notes (the “Hired NRSROs”). (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary ProspectusDisclosure Materials, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (n) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Notes.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) The Company has prepared and filed with the U.S. Securities and Exchange Commission (ithe “Commission”) A a registration statement on Form S-3 F-3 (NosRegistration No. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02288824), including a prospectus and such amendments thereto as may have been required to thereto, and related preliminary prospectuses, for the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 registration under the Securities Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such Securities which registration statement, as amendedso amended (including post-effective amendments, has become effective; if any) became effective on September 11, 2025. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such registration statement, as amendedstatement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the sale of the Notes offered thereby constituting a part thereofSecurities and underlying Ordinary Shares and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as from time to time amended or at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented (including any prospectus form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) of (including the rules and regulations of the Commission (Base Prospectus as so supplemented) is hereinafter called the “Rules and Regulations”) under Prospectus Supplement.” Any reference in this Agreement to the Act), are respectively referred to herein as the “Registration Statement” and , the “Prospectus”; provided that a supplement to Base Prospectus or the Prospectus prepared pursuant to Section 7(a) of this Agreement Supplement shall be deemed to have supplemented refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus only with respect Supplement, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii) As , the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact Base Prospectus or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with Supplement, as the applicable requirements of case may be. No stop order suspending the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation effectiveness of the Registration Statement or the Prospectus; (iv) The Preliminary use of the Base Prospectus at or the Time of Sale did notProspectus Supplement has been issued, and at the Closing Date will notno proceeding for any such purpose is pending or has been initiated or, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission Company’s knowledge, is threatened by the Commission. For purposes of pricing and price-dependent informationthis Agreement, which information shall of necessity appear only in “free writing prospectus” has the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined meaning set forth in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement Securities Act and the applicable Terms Agreement and to authorize “Time of Sale Prospectus” means the sale of the Notespreliminary prospectus, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company together with the provisions hereof or thereoffree writing prospectuses, will (i) conflict with or result in a breach of any of the material terms and provisions ofif any, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required used in connection with the valid and proper authorizationPlacement, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Dateincluding any documents incorporated by reference therein. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) (i) A registration statement The Registration Statement on Form S-3 (Nos. 333-130862142033, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862142033-02), including a prospectus the Prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act Notes has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statementthe Registration Statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement; (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus; and (v) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase AgreementsAgreement, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust Agreement, will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and will be validly issued and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties thereto, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company or in the event of any moratorium or similar occurrence affecting the Company and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate pursuant to the Pooling and Servicing Agreement, have been or will be taken or obtained on or before the Closing Date. (f) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation to the Collateral Certificate or any other outstanding Certificates and no event has occurred which would constitute (after an issue of the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Event. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements Agreement and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements Agreement will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act. (n) No receivables have been conveyed to the Company pursuant to the receivables purchase agreement, dated as of August 1, 2002, between Capital One, F.S.B. and the Company, and it is not contemplated that any receivables will in the future be conveyed to the Company by Capital One, F.S.B.

Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) The Company has prepared and filed with the U.S. Securities and Exchange Commission (ithe “Commission”) A a registration statement on Form S-3 (NosRegistration No. 333-130862, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-130862-02286413), including a prospectus and such amendments thereto as may have been required to thereto, and related preliminary prospectuses, for the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 registration under the Securities Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such Securities which registration statement, as amendedso amended (including post-effective amendments, has become effective; if any) became effective on April 21, 2025. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement, as amendedstatement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the sale of the Notes offered thereby constituting a part thereofSecurities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as from time to time amended or at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented (including any prospectus form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) of (including the rules and regulations of the Commission (Base Prospectus as so supplemented) is hereinafter called the “Rules and Regulations”) under Prospectus Supplement.” Any reference in this Agreement to the Act), are respectively referred to herein as the “Registration Statement” and , the “Prospectus”; provided that a supplement to Base Prospectus or the Prospectus prepared pursuant to Section 7(a) of this Agreement Supplement shall be deemed to have supplemented refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus only with respect Supplement, as the case may be; and any reference in this Agreement to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied terms “amend,” “amendment” or “supplement” with respect to the Registration Statement; (ii) As , the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Closing DateBase Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Base Prospectus or the Prospectus Supplement (and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, all other references of like import) shall be in deemed to mean and include all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information financial statements and schedules and other changes (beyond that contained information which is or is deemed to be incorporated by reference in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein; (iii) On the effective date of the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement conformed or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents incorporated by reference therein. (b) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the applicable Rules and Regulations, Regulations and did not include and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided. The Base Prospectus, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Company or the Issuer by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (iv) The Preliminary Prospectus at the Time of Sale did notProspectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act, as defined below, and at the Closing Date applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not, include not contain as of the date thereof any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only Incorporated Documents incorporated by reference in the final ProspectusBase Prospectus or Prospectus Supplement); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectuslight of the circumstances under which they were made not misleading; and (v) Other than and any further documents so filed and incorporated by reference in the Preliminary Prospectus and the Base Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not madeTime of Sale Prospectus or Prospectus Supplement, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes. (b) The Company has been duly organized and is validly existing as a Virginia limited liability company under the laws of the Commonwealth of Virginia. The Company has, in all material respects, full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus, and to execute, deliver and perform the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from when such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on each of the Company and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement. (c) The execution, delivery and performance by the Company of the Pooling and Servicing Agreement, the Receivables Purchase Agreements, this Agreement and the applicable Terms Agreement, and the delivery of the Collateral Certificate and the issuance of the Notes and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of the Company. Neither the execution and delivery by the Company of such instruments, nor the performance by the Company of the transactions herein or therein contemplated, nor the compliance by the Company documents are filed with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the limited liability company agreement of the Company, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Company or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Company is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (d) The Company has duly executed and delivered this Agreement and the applicable Terms Agreement. (e) The Collateral Certificate has been duly authorized and when validly issued in accordance with the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and delivered by the Company, as Beneficiary to the Owner Trustee on behalf of the Issuer pursuant to the Trust AgreementCommission, will conform in all material respects to the descriptions thereof contained requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the Preliminary Prospectus and will be validly issued and entitled light of the circumstances under which they were made, not misleading. No post-effective amendment to the benefits and security afforded by Registration Statement reflecting any facts or events arising after the Pooling and Servicing Agreement. Each increase in the Collateral Certificate will have been authorized and effected in accordance with the Pooling and Servicing Agreement as of the applicable settlement date of each Note. When executed and delivered by the parties theretothereof which represent, each of the Pooling and Servicing Agreement and the Receivables Purchase Agreements will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Company individually or in the event of any moratorium or similar occurrence affecting aggregate, a fundamental change in the Company and information set forth therein is required to general principles of equitybe filed with the Commission. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except There are no documents required to be filed with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required Commission in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement and the applicable Terms Agreement, or the issuance and transfer of the Collateral Certificate transaction contemplated hereby that (x) have not been filed as required pursuant to the Pooling and Servicing Agreement, have been Securities Act or will be taken or obtained on or before the Closing Date. (fy) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, be filed within the requisite time period. There are no contracts or other documents required to be registered under the ▇▇▇▇ ▇▇▇. (g) Based on information currently available to, and described in the reasonable belief ofBase Prospectus, the Company, the Company is not engaged (whether as defendant Time of Sale Prospectus or otherwise) in, nor has the Company knowledge of the existence ofProspectus Supplement, or any threat of, any legal, arbitration, administrative to be filed as exhibits or other proceedings the result of which might have a material adverse effect on the Collateral Certificate. (h) Except for the Underwriters, the Company has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Company nor the Issuer are under any obligation to pay any broker’s fee or commission in connection with such sale. (i) No Pay Out Event or any event which after any applicable grace period will become a Pay Out Event is subsisting in relation schedules to the Collateral Certificate Registration Statement, which (x) have not been described or any other outstanding Certificates and no event has occurred which would constitute filed as required or (after an issue of y) will not be filed within the Certificates) a Pay Out Event or any event which after any applicable grace period would become a Pay Out Eventrequisite time period. (j) Based on information currently available to, and in the reasonable belief of, the Company, the Company is not engaged (whether as defendant or otherwise) in, nor has the Company knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might have a material adverse effect on the Noteholders. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreements and the Pooling and Servicing Agreement shall have been paid or will be paid by the Company at or before the Closing Date to the extent then due. (l) As of the Closing Date, the representations and warranties of the Company in the Pooling and Servicing Agreement and the Receivables Purchase Agreements will be true and correct in all material respects. (m) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.