February 3, 2016 NOTICE OF REMOVAL OF ADMINISTRATOR OF ACC FUNDING TRUST ( TRUST 1 )

Transcription

1 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 1 of 75 Docket #0110 Date Filed: 3/25/2016 February 3, 2016 Aequitas Commercial Finance, LLC, as Administrator of ACC Funding Trust Meadows Road, Suite 400 Lake Oswego, Oregon Attn: Robert Baldwin and James J. Fason Fax: Wilmington Trust, National Association, as Owner Trustee of ACC Funding Trust North Market Street Wilmington, Delaware Attn: Corporate Trust Administration Fax: ACC Funding Trust Meadows Road, Suite 400 Lake Oswego, Oregon Attn: Robert Baldwin and James J. Fason Fax: NOTICE OF REMOVAL OF ADMINISTRATOR OF ACC FUNDING TRUST ( TRUST 1 ) Ladies and Gentlemen: We refer to the Trust Agreement among Aequitas Commercial Finance, LLC (the Administrator ), ACC Holdings 1, LLC (the Depositor ) and Wilmington Trust, National Association (the Owner Trustee and the Delaware Trustee ) dated as of October 14, 2014 (as amended by the First Amendment to Trust Agreement dated as of March 30, 2015, the Agreement ), a photocopy of which is attached hereto as Exhibit A. Please be advised that certain Events of Default (the Existing Events of Default ) have occurred and are continuing under the Credit Agreement among Trust 1, ACC Funding Trust , Depositor, ACC Holdings 2, LLC, the lenders party thereto (the Lenders ) and Comvest Capital III, L.P. (the Agent ) dated as of March 30, 2015 (as amended, restated, or otherwise modified from time to time, the Credit Agreement ; capitalized terms used but not defined in this letter shall have the meanings given them in the Credit Agreement). 525 Okeechobee Boulevard, Suite 1050 West Palm Beach, FL Office: (561) Fax: (561) West Palm Beach New York LEGAL02/ v1 1 \$F0#< 3k« EXHIBIT L: 1 of 75

2 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 2 of 75 We hereby notify you that by this letter we are exercising our right under Section 11.2(c) of the Agreement to remove Administrator as administrator of Trust 1. We appoint Comvest Freedom Administration, LLC as successor Administrator of Trust 1 (the Successor Administrator ), effective immediately. Notices to the Successor Administrator may be provided at the address set forth on Exhibit B. The Existing Events of Default give rise to certain default rights and remedies that are available to the Agent and Lenders in accordance with the Credit Agreement, the Agreement, the other Loan Documents and Applicable Law. The Agent and Lenders have not waived the Existing Events of Default and the Agent and Lenders may exercise one or more of the default rights, remedies, and powers under the Credit Agreement, the Agreement and the other Loan Documents, at law or otherwise at any time. Please also note that, under the terms of the Credit Agreement, the Agreement and the other Loan Documents as well as Applicable Law, the Agent and the Lenders are presently evaluating all available courses of action relating to the Existing Events of Default. Accordingly, without waiving any of the Existing Events of Default, the Agent and the Lenders reserve all of their rights and remedies under the Credit Agreement, the Agreement, the other Loan Documents and Applicable Law and the Agent and the Lenders voluntary forbearance, if any, from exercising any of such rights or remedies is not intended (and should not be construed) as a waiver of the Existing Events of Default or any other Defaults, Events of Default or other claims which may exist or arise in the future or a waiver of their rights and remedies with respect to them, all of which are reserved by the Agent and the Lenders. No failure, at any time or times, to exercise, nor any delay in exercising, any of the Agent s and Lenders default rights and remedies shall waive, affect, or diminish any right of Agent and the Lenders. Nothing contained in this letter, including but not limited to the giving and contents of this letter, or any delay on the part of the Agent or any Lender in exercising at this time (or at any time in the future) any of its rights and remedies under the Credit Agreement, the Agreement, the other Loan Documents or Applicable Law shall be considered to be a waiver or modification thereof. LEGAL02/ v1 EXHIBIT L: 2 of 75

3 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 3 of 75 Very truly yours, COMVEST CAPITAL III, L.P. By: ComVest Capital III Partners, L.P., its General Partner By: ComVest Capital III Partners UGP, LLC, its General Partner U By -r.~~~~~~~~~ Name: ~--~~====~~~~ Title: Receipt of this letter duly acknowledged: WILMINGTON TRUST, NATIONAL ASSOCIATION AEQUITAS COMMERCIAL FINANCE, LLC By Name: Title: By Name: Title: ACC FUNDING TRUST By: Aequitas Commercial Finance, LLC, as Administrator By Name: Title: Removal of Administrator of Trust 1 EXHIBIT L: 3 of 75

4 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 4 of 75 Exhibit A Trust Agreement (see attached.) LEGAL02/ v1 EXHIBIT L: 4 of 75

5 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 5 of 75 TRUST AGREEMENT for ACC FUNDING TRUST by and among AEQUITAS COMMERCIAL FINANCE, LLC as Administrator ACC Holdings 1, LLC as Depositor and WILMINGTON TRUST, NATIONAL ASSOCIATION as Owner Trustee and as Delaware Trustee Dated as of October 14, BUSINESS EXHIBIT L: 5 of 75

6 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 6 of 75 TABLE OF CONTENTS ARTICLE I DEFINITIONS... 1 Section 1.1 Section 1.2 Capitalized Terms... 1 Other Definitional Provisions... 6 ARTICLE II ORGANIZATION... 6 Section 2.1 Name; Certificate of Trust... 6 Section 2.2 Office... 6 Section 2.3 Purposes and Powers...,... 6 Section 2.4 Appointment of Owner Trustee and Delaware Trustee... 7 Section 2.5 Organizational Expenses... 7 Section 2.6 Declaration oftrust Section 2.7 Liability of Certificateholders... 8 Section 2.8 Title to Trust Property... 8 Section 2.9 Situs of Trust... 9 Section 2.10 Delivery of Loan Documents; Other Documentation... 9 Section 2.11 Power and Authority Regarding Certain Transaction Documents... 9 Section 2.12 Affirmative Covenants of the Trust ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS Section 3.1 Initial Ownership Section 3.2 Certificates Section 3.3 Issuance of Certificates Section 3.4 Registration of Transfer and Exchange of the Certificates; Limitations on Transfer Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates Section 3.6 Persons Deemed Certificateholders ARTICLE IV ACTIONS BY OWNER TRUSTEE Section 4.1 Action by Owner Trustee with Respect to Certain Matters Section 4.2 Action by Certificateholders with Respect to Bankruptcy Section 4.3 Restrictions on Certificateholders' and Administrator's Power Section 4.4 Majority Control BUSINESS 1 EXHIBIT L: 6 of 75

7 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 7 of 75 ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES Section 5.1 Application of Trust Funds Section 5.2 Accounting and Reports to Certificateholders, Internal Revenue Service and Others ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE AND DELAWARE TRUSTEE Section 6.1 General Authority Section 6.2 General Duties Section 6.3 Action upon Instruction Section 6.4 No Duties Except as Specified in this Agreement or in Instructions Section 6.5 No Action Except Under Specified Documents or Instructions Section 6.6 Restrictions ARTICLE VII CONCERNING OWNER TRUSTEE Section 7.1 Acceptance of Trusts and Duties Section 7.2 Furnishing of Documents Section 7.3 Reliance; Advice of Counsel Section 7.4 Not Acting in Individual Capacity Section 7.5 Owner Trustee Not Liable for Certificates or Loans Section 7.6 Owner Trustee May Own Certificates Section 7.7 Delaware Trustee ARTICLE VIII COMPENSATION OF OWNER TRUSTEE AND DELAWARE TRUSTEE Section 8.1 Fees and Expenses Section 8.2 Indemnification Section 8.3 Payments to Owner Trustee and Delaware Trustee Section 8.4 Pro Rata Liability Section 8.5 Transfer by Indemnitors ARTICLE IX TERMINATION OF TRUST Section 9.1 Termination of Trust ARTICLE X SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES Section 10.1 Eligibility Requirements for Trustees BUSINESS 11 EXHIBIT L: 7 of 75

8 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 8 of 75 Section 10.2 Resignation or Removal and Appointment of Trustees Section 10.3 Successor Trustee Section loa Merger or Consolidation of Trustee Section 10.5 Appointment of Co-Trustee or Separate Trustee ARTICLE XI ADMINISTRATOR Section 11.1 Duties of the Administrator Section 11.2 Resignation and Removal of Administrator Section 11.3 Action upon Termination of this Agreement, Resignation or Removal of Administrator Section 11.4 Administrator Successors and Assigns Section 11.5 Limitation on Administrator Liability Section 11.6 Fees and Expenses ARTICLE XII MISCELLANEOUS Section 12.1 Supplements and Amendments Section 12.2 No Legal Title to Owner Trust Estate in Certificateholders Section 12.3 Limitations on Rights of Others Section 12.4 Notices Section 12.5 Severability Section 12.6 Separate Counterparts Section 12.7 Successors and Assigns Section 12.8 No Petition Section 12.9 No Recourse Section Headings Section GOVERNING LAW EXHIBITS AND SCHEDULE EXHIBIT A EXHIBITB EXHIBITC EXHIBITD Form of Certificate Certificate of Trust of ACC Funding Trust Indemnity Acknowledgement Agreement Authorized Signers of the Administrator SCHEDULE 1 Beneficial Ownership Percentages BUSINESS III EXHIBIT L: 8 of 75

9 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 9 of 75 This TRUST AGREEMENT for ACC FUNDING TRUST (this "Agreement"), dated as of October 14,2014, by and among AEQUITAS COMMERCIAL FINANCE, LLC, an Oregon limited liability company, as administrator (the "Administrator"), ACC Holdings 1, LLC, a Delaware limited liability company, as depositor (the "Depositor"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national bank, not in its individual capacity but solely as owner trustee under this Agreement (the "Owner Trustee") and as Delaware trustee under this Agreement (the "Delaware Trustee"). NOW, THEREFORE, in consideration ofthe foregoing premises and the respective agreements hereinafter set forth and the mutual benefits to be derived therefrom, the Depositor, the Owner Trustee, the Administrator and the Delaware Trustee hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Capitalized TermsDFor all purposes of this Agreement, the following terms shall have the meanings set forth below: "Administrator" shall have the meaning assigned to such term in the recitals to this Agreement. "Administrator Event of Termination" shall have the meaning assigned to such term in Section 11.2(b ). "Agreement" shall have the meaning assigned to such term in the recitals to this Agreement. "Assignment Agreement" shall mean the documents, if any, transferring the rights and obligations in respect of the Loans and Loan Documents to the Trust. "Basic Documents" shall mean this Agreement, each Assignment Agreement, the Purchase Agreement, each Servicing Agreement, the Loan Documents, each Custodial Agreement, the Transaction Documents, each Consulting Agreement, any account control agreement entered into by the Trust with any Person with whom the Trust has a deposit or other banking relationship, the operating agreements of all subsidiaries and all other agreements, documents and certificates delivered or to be delivered in connection therewith or related to the ownership, servicing or disposition of the Loans or other portions of the Owner Trust Estate. "Business Day" shall mean any day that is not Saturday, Sunday or other day on which commercial banks in Wilmington, Delaware or New York, New York are authorized or required by law to be closed. "Certificate" shall mean a certificate evidencing the beneficial interest of a Certificateholder in the Trust, substantially in the form attached hereto as Exhibit A. "Certificate of Trust" shall mean the Certificate of Trust filed for the Trust pursuant to Section 3810(a) ofthe Statutory Trust Statute, an unsigned copy of which is attached hereto as Exhibit B BUSINESS 1 EXHIBIT L: 9 of 75

10 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 10 of 75 "Certificate Register" and "Certificate Registrar" shall have the meanings assigned to such terms in Section 3.4(b ). "Certificateholder" shall mean a Person in whose name a Certificate or an Uncertificated Interest is registered in the Certificate Register. "Certificateholder F ATCA Information" shall mean with respect to any Certificateholder, infonnation sufficient to eliminate the imposition of, or determine the amount of, U.S. withholding tax under F ATCA. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the Treasury Regulations. "Consulting Agreement" shall mean any agreement pursuant to which the Trust engages a third party to provide consulting or advisory services with respect to the acquisition, management or disposition of the Loans or other assets comprising the Owner Trust Estate. "Corporate Trust Office" shall mean with respect to the Owner Trustee and the Delaware Trustee, the principal corporate trust office thereoflocated at 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, Facsimile No , or at such other address as the Owner Trustee or Delaware Trustee may designate by notice to the Certificateholders, the Administrator and the Depositor, or the principal corporate trust office of any successor Owner Trustee at the address designated by such successor Owner Trustee or Delaware Trustee by notice to the Certificateholders, the Administrator and the Depositor. "Custodian" shall mean anyone or more custodians designated by the Depositor, the Trust or Certificateholders to provide document custody services to all or some of the Owner Trust Estate. "Custodial Agreement" shall mean any custodial agreement to which the Trust and a Custodian are party. "Debt Agreements" shall have the meaning assigned to such tenn in Section 2.11 (a). "Delaware Trustee" shall have the meaning assigned to such tenn in the recitals to this Agreement. "Depositor" shall have the meaning assigned to such tenn in the recitals to this Agreement. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "Expenses" shall have the meaning assigned to such tenn in Section 8.2. "FATCA" shall mean Sections 1471 through 1474 of the Code (or any amended or successor version) and any current or future regulations or official interpretations thereof B USINESS EXHIBIT L: 10 of 75

11 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 11 of 75 "F ATCA Withholding Tax" shall mean any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to FATCA. "Fee Letters" shall have the meaning assigned to such term in Section 2.11(c). "Fitch" shall mean Fitch Ratings, Ltd. "Indemnified Parties" shall have the meaning assigned to such term in Section 8.2(a). "Indemnifying Parties" shall have the meaning assigned to such term in Section 8.2(a). "Indemnitors" shall mean direct or indirect holders from time to time of membership interests (or other equity interests) in Certificateholders that (a) have executed this Agreement or an Indemnity Acknowledgement Agreement and (b) have been approved in writing by the Owner Trustee in accordance with Section 3.4(e) or Section 8.5. As ofthe date hereof, the sole Indemnitor is Aequitas Commercial Finance, LLC. "Indemnitor's Percentage Interest" shall mean the percentage interest indicated alongside such Indemnitor's signature hereto or in the Indemnity Acknowledgement Agreement executed by such Indemnitor or any transferee of such Indemnitor. "Indemnity Acknowledgement Agreement" shall mean the agreement executed by any holder or transferee of a membership interest (or other equity interest) in a Certificateholder substantially in the form attached hereto as Exhibit C. "Loan Agreement" shall have the meaning assigned to such term in Section 2.11(a). "Loan Documents" shall mean all documents entered into or to be entered into in connection with the Loans. "Loans" shall mean the loans or other assets purchased by the Trust or any of its subsidiaries from time to time pursuant to any Purchase Agreement. "Material Action" means to (i) institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition or consent to a petition seeking reorganization or relief on behalf ofthe Trust under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee (other than a Trustee pursuant to this Agreement), sequestrator (or any similar official) of the Trust or any property of the Trust, (v) make any assignment for the benefit of the Trust's creditors, (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (vii) dissolve or liquidate the Trust or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing. "Moody's" shall mean Moody's Investors Service, Inc. "Non-Ministerial Matters" means: BUSINESS EXHIBIT L: 11 of 75

12 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 12 of 75 (i) the initiation of any material claim or lawsuit by the Trust and the compromise of any material action, claim or lawsuit brought by or against the Trust; (ii) the appointment of a successor Administrator; (iii) the disposition by a Servicer (that is not the Administrator or an affiliate of the Administrator) of any Loan or material part of the Owner Trust Estate other than in accordance with a Servicing Agreement; (iv) the incurrence of any material obligation of the Trust other than as contemplated by this Agreement or the Basic Documents; (v) taking of any Material Action; and (vi) any other actions that in the reasonable judgment ofthe Administrator are reasonably likely to have a material adverse effect on the Trust. "Note" and "Notes" shall have the meanings assigned to such terms in Section 2.11(b). "Owner Trust Estate" shall mean all right, title and interest of the Trust in, to and the property and rights acquired by the Trust pursuant to the Purchase Agreement, the Loans, all proceeds of the Loans payable to the Trust, the Basic Documents, the membership interests (or other equity interests) in subsidiaries and all rights and privileges related thereto and all other property of the Trust from time to time. "Owner Trustee" shall have the meaning assigned to such term in the recitals to this Agreement. "Payment Date" shall mean the 15 th day of each calendar month (commencing on 15 th day of the first full calendar month occurring after the date of this Agreement) or, if such day is not a Business Day, the next Business Day thereafter, or such different date as the Administrator shall designate, upon notice to the Owner Trustee. "Percentage Interest" shall mean the percentage interest in the Trust of a Certificateholder. "Person" means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government agency or political subdivision thereof. "Plan" shall have the meaning assigned to such term in Section 3.4(f). "Purchase Agreement" shall mean, collectively, one or more agreements and/or instruments pursuant to which the Trust or any of its subsidiaries acquires membership interests, loans and/or other assets (including any purchase or sale agreement between third parties and related assignment documents to which the Trust is a party, and such other agreements and/or instruments which the Trust may from time to time enter into, execute, deliver and perform) BUSINESS EXHIBIT L: 12 of 75

13 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 13 of 75 "Purchaser's Operating Account" shall have the meaning assigned to such term in Section 2.3(d). "Securities Act" shall mean the Securities Act of 1933, as amended. "Servicer" shall mean anyone or more servicers (including any "master" servicer, any "special" servicer, any "back-up" servicer, and any sub-servicer (whether a "master" subservicer or a "special" sub-servicer)) designated by the Depositor, the Administrator, the Trust, the Certificateholders or another Servicer to service all or some of the Owner Trust Estate. For the avoidance of doubt, each Servicer shall be designated pursuant to a Servicing Agreement. "Servicer Account" shall have the meaning assigned to such term in Section 2.3(d). "Servicing Agreement" shall mean any servicing agreement pursuant to which servicing is provided for all or some of the Owner Trust Estate (including any "master" servicing agreement, any "special" servicing agreement, any "back-up" servicing agreement and any subservicing agreement). "Secretary of State" shall mean the Secretary of State of the State of Delaware. "Standard & Poor's" shall mean Standard & Poor's Financial Services LLC. "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code 3801 et seq. "Transaction Documents" shall have the meaning assigned to such term in Section (d). "Treasury Regulations" shall mean regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations. "Trust" shall mean ACC Funding Trust , a Delaware statutory trust, of which this Agreement is the governing instrument. "Trust Account" shall have the meaning assigned to such term in Section 2.3. "Trustee" shall mean collectively or individually, as the context may require, the Delaware Trustee and the Owner Trustee. "Uncertificated Interest" shall mean an uncertificated beneficial interest in the Trust. Section 1.2 Other Definitional Provisions. (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein BUSINESS EXHIBIT L: 13 of 75

14 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 14 of 75 (b) The words "hereof," "herein," "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Exhibit and Schedule references contained in this Agreement are references to Sections, Exhibits and Schedules in or to this Agreement unless otherwise specified; and the term "including" and its variations shall be deemed to be followed by "without limitation". (c) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. (d) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, restated, modified or supplemented in accordance with its terms and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns. ARTICLE II ORGANIZATION Section 2.1 Name; Certificate of TrustOThe Trust shall be known as "ACC Funding Trust " in which name the Trust and, if necessary, the Trustees on behalf of the Trust, may conduct the business of the Trust, make and execute contracts and other instruments and sue and be sued. The Certificate of Trust, the execution thereof by the Trustees, and the filing thereof with the Secretary of State of the State of Delaware are hereby authorized, approved, ratified and confirmed. Section 2.2 Office 0 The office of the Trust shall be in care of the Owner Trustee at the applicable Corporate Trust Office. Section 2.3 Purposes and Powers 0 The purpose ofthe Trust is, and the Trust shall have power and authority, to engage in the following activities: (a) to execute and deliver any Certificates pursuant to this Agreement and to issue or sell any Certificates or Uncertificated Interests pursuant to this Agreement; (b) to acquire, hold, manage, own, dispose of and otherwise deal with the Loans and the other assets and property comprising the Owner Trust Estate; (c) to hold, manage and distribute funds pursuant to the terms of this Agreement and any Basic Documents; (d) to open one or more deposit accounts in the name of the Trust at the Owner Trustee (the "Trust Account") and to open one or more deposit or securities accounts in the name of the Trust (one of which shall be designated as the "Servicer Account" and one of which shall be designated as the "Purchaser's Operating Account") and any other accounts as the Administrator deems necessary or appropriate to facilitate the purchase of the Loans, the BUSINESS EXHIBIT L: 14 of 75

15 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 15 of 75 servicing of the Loans, the investment of cash proceeds from the Loans, the performance by the Trust of any obligations under the Basic Documents or other activities of the Trust; (e) to enter into, execute, deliver, issue (as applicable) and perform its obligations under the Basic Documents to which it is or is to be a party, as such Basic Documents may be amended, restated, supplemented or otherwise modified from time to time as approved by the Administrator; (f) to borrow money or issue notes, bonds or other securities, including pursuant to any Basic Documents, to finance the purchase or maintenance of Loans and to pledge all or any portion of the Owner Trust Estate as collateral to secure any such borrowing or Issuance; (g) to engage in those activities, including entering into agreements and preparing disclosure and marketing documents, that are necessary or suitable to accomplish the foregoing or are incidental thereto or connected therewith; and (h) to hold membership interests (or other equity interests) in subsidiaries, to be and act as a member, partner or stockholder of any subsidiary and to exercise the rights and privileges and perform obligations related thereto. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement, subject to any limitations set forth in the Basic Documents. All funds deposited with the Owner Trustee hereunder shall be held in the Trust Account, which shall be non-interest bearing, or such other account of the Trust as directed in writing by the Administrator. All amounts on deposit in the Trust Account or any other account of the Trust shall be invested at the written direction of the Administrator or, if no such direction is given, held uninvested in the Trust Account or such other account, as the case may be. The Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Administrator. The Trust, or Administrator on its behalf, shall from time to time cause amounts held in any accounts of the Trust to be remitted to the Owner Trustee for deposit in the Trust Account or shall cause each Servicer to remit funds to the Owner Trustee for deposit in the Trust Account pursuant to each Servicing Agreement. Section 2.4 Appointment of Owner Trustee and Delaware TrusteeDThe Depositor hereby appoints the Trustees as trustees of the Trust effective as of the date hereof, to have all the rights, powers and obligations set forth herein. Section 2.5 Organizational ExpensesDThe Administrator shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee or the Delaware Trustee, promptly reimburse the Owner Trustee or the Delaware Trustee for any such expenses paid by the Owner Trustee or the Delaware Trustee in accordance with this Agreement or with the Administrator's prior written consent, in each case ifthe Trust has insufficient funds to pay such organizational expenses. Section 2.6 Declaration of TrustDThe Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and BUSINESS EXHIBIT L: 15 of 75

16 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 16 of 75 benefit of the Certificateholders, subject to the obligations of the Trust under any Basic Documents that the Owner Trustee has received. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be an entity that is disregarded as separate from the beneficial owner of the equity in the Trust, if there is only one such owner, or as a partnership (other than an association or publicly traded partnership) if there are two or more such owners. The parties hereto agree and each Certificateholder by acceptance of a Certificate agrees, unless otherwise required by appropriate tax authorities, (i) to take no action inconsistent with the preceding sentence, and (ii) that the Administrator will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as provided in the preceding sentence for such tax purposes. The Administrator shall be responsible for all tax matters related to the Trust. Section 2.7 Liability of CertificateholdersDThe Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. Section 2.8 Title to Trust PropertyDLegal title to all the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity. Notwithstanding anything to the contrary in this Agreement or elsewhere: (i) the Administrator shall, and shall cause each applicable Servicer to, (A) cause the deed or certificate of sale of or any other transfer instrument regarding any property (including any real property constituting proceeds of any Loan) to be taken and such property to be titled, only in the name of the Trust, (B) cause any mortgage or other lien on or security interest in any property (including any real property constituting proceeds of any Loan) to be taken and recorded only in the name of the Trust, and (C) cause any judicial, arbitral, regulatory, investigative or other action, suit or proceeding (including any debt collection or foreclosure proceeding) in regard to or in connection with all or any part of the Owner Trust Estate (including any real property constituting proceeds of any Loan) to be initiated, defended, prosecuted and conducted only in the name of the Trust (the foregoing clauses (i)(a), (B) and (C), the "Trust Name Provisions"); (ii) the Trust shall procure each applicable Servicer's (A) agreement to perform and act in accordance with the Trust Name Provisions, applicable law, and ordinary and reasonable servicing standards, and (B) acknowledgement that each Trustee is an intended third party beneficiary of such agreement; and (iii) the Administrator shall comply and shall cause the Trust to comply with this Section. Section 2.9 Situs of TrustDThe Trust will initially be located and administered in the State of Delaware. All bank accounts maintained by the Trust shall be located in the State of Delaware or any other states designated by the Administrator (with notice to the Owner Trustee). The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or outside of the State of Delaware. Payments will be received by the Trust only in Delaware or any other states designated by the Administrator (with notice to the Owner Trustee), and payments will be made by the Trust only from Delaware or any other states designated by the Administrator (with notice to the Owner Trustee). The only office of the Trust will be at the Corporate Trust Office BUSINESS EXHIBIT L: 16 of 75

17 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 17 of 75 Section 2.10 Delivery of Loan Documents; Other DocumentationlJThe Depositor or the Administrator may maintain custody of the Loan Documents on behalf of the Trust or may elect to cause Loan Documents to be delivered to and be custodied with (pursuant to a separate Custodial Agreement) a Custodian or Custodians of the Loan Documents designated by the Administrator. In connection with the delivery of any Loan Documents to a Custodian, the Depositor shall provide to the Custodian a schedule indicating each underlying loan and each underlying document to be delivered to the Custodian. If the Loan Documents are delivered to the Custodian, the Custodian, on behalf of the Trust, shall hold and retain the Loans and any Loan Documents in trust for the benefit of the Certificateholders. The Owner Trustee is authorized and directed to deliver any instrument or document identified by the Administrator as necessary to obtain payment of principal and interest on the Loans to, or at the written direction of, the Administrator. At the written direction of the Administrator, the Owner Trustee is further authorized to sign and file any declaration, affidavit, evidence of ownership or other document required to service the Loans and to present for payment any Loan if required to be presented as a condition to payment. The Administrator or Depositor shall be responsible for preparing any assignments or other documents necessary for the transfer of the Loans to the Trust (and the Depositor, Administrator or Owner Trustee (if directed by the Administrator) may execute such documents on behalf of the Trust), including any certificates or other items required to be delivered pursuant to the terms ofthe related Loan Documents in connection with such transfer. Notwithstanding anything herein to the contrary, neither Trustee shall have any obligation to (a) service, administer or manage any of the Loans or make any advances thereunder, (b) perform or monitor any obligations of the Trust under the Basic Documents or the underlying documents related to the Loans or any other document to which the Trust is a party, or (c) supervise, monitor or oversee the Depositor, the Administrator, the Custodian, any Servicer or any other third-party service provider with respect to its obligations with respect to the Loans, all of which obligations in the foregoing clauses (a) through (c) shall be the responsibility of the Administrator until such time as the Trust designates another Person to perform such obligations on its behalf or as otherwise expressly provided hereunder. Section 2.11 Power and Authority Regarding Certain Transaction DocumentsD Notwithstanding anything in this Agreement to the contrary (including any provision that would purport to apply notwithstanding any other provision or that otherwise would purport to govern over this Section 2.11, and including Section 2.12), the Trust shall have power and authority and shall be and hereby is authorized, without the need for further action on the part of the Trust, the Administrator, either Trustee or any other Person, to enter into, execute, deliver, issue (as applicable), and perform: (a) loan or credit agreements, indentures or other financing agreements from time to time ("Debt Agreements"); (b) one or more notes issued by the Trust pursuant to Debt Agreements (each, a "Note" and collectively, the "Notes"); (c) one or more agreements regarding fees payable by the Trust to any lender, underwriter, initial purchaser, placement agent, service provider or other financing source or any agent or representative thereof, in each case in connection with a Debt Agreement (collectively, "Fee Letters"); and BUSINESS EXHIBIT L: 17 of 75

18 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 18 of 75 (d) note purchase or other agreements, security agreements, account control agreements, amendments or supplements to Purchase Agreements or Servicing Agreements, fee letters, Custodial Agreements or any other agreement, amendment, instrument, or document related to or incidental to any of the foregoing, together with the Debt Agreements, the Notes and the Fee Letters (collectively, the "Transaction Documents"). Notwithstanding any other provision in this Agreement, each ofthe Transaction Documents shall be and hereby is authorized, and the Administrator in the name and on behalf of the Trust shall be and hereby is authorized to execute and deliver each of the Transaction Documents and any amendment, supplement or other modification thereto, all without the need for further action on the part of the Trust, the Administrator, either Trustee or any other Person. Section 2.12 Affirmative Covenants of the Trustn (a) This Section 2.12 is being adopted in order to comply with certain provisions required in order to qualify the Trust as a "special purpose entity" for the purpose of the transactions contemplated by the Transaction Documents. (b) Subject to this Section 2.12, the parties hereto reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 12.1, provided, however, that so long as any Notes or other obligations are outstanding under any Debt Agreement, the Owner Trustee shall not consent to amend, alter, change or repeal the definition of "Material Action" or Sections 2.3, 2.12, 4.2, 4.3,.2.,.1, (b), 12.1 (a) or 12.8 of this Agreement without the unanimous written consent of the Certificateholders and the Delaware Trustee. (c) Notwithstanding any other provision of this Agreement or any other document governing the formation, management or operation of the Trust, and any provision of law that otherwise so empowers the Trust, the Owner Trustee, the Delaware Trustee, the Administrator, any Certificateholder or any other Person, so long as any Notes or other obligations are outstanding under any Debt Agreement, none of the Owner Trustee, the Delaware Trustee, the Administrator, any Certificateholder or any other Person shall be authorized or empowered, nor shall they permit the Trust to, and the Trust shall not, without the prior unanimous written consent of the Owner Trustee and each Certificateholder, take any Material Action. (d) So long as any Notes or other obligations are outstanding under any Debt Agreement, the Administrator shall cause the Trust to do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory); provided, however, that the Trust shall not be required to preserve any such right if the Administrator shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Trust. So long as any Notes or other obligations are outstanding under any Debt Agreement, the Administrator also shall cause the Trust to, and the Trust shall, unless otherwise expressly contemplated under such Debt Agreement and the related Transaction Documents: (i) Maintain its own separate books and records and bank accounts; BUSINESS EXHIBIT L: 18 of 75

19 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 19 of 75 (ii) At all times hold itself out to the public as a legal and economic entity separate from the Administrator, the Depositor, the Certificateholders and any other Person, and strictly comply with all organizational formalities to maintain its separate existence; (iii) Correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust; (iv) Maintain adequate capital and a sufficient number of employees, if any employees are so needed, in light of its contemplated business purposes, transactions and liabilities and in order to pay its debts as they become due; (v) Observe all other Delaware statutory trust formalities; (vi) Not acquire any obligations or securities of any Certificateholder or any affiliate of a Certificateholder; (vii) File its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (viii) (ix) Not commingle its assets with assets of any other Person; Conduct its business in its own name; (x) Maintain separate financial statements, prepared in accordance with applicable generally accepted accounting principles, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person other than as a consequence of the application of consolidation rules in accordance with general accepted accounting principles; (xi) Pay its own liabilities and expenses only out of its own funds (except as provided in Article VIII hereof); (xii) Maintain an arm's length relationship with unaffiliated parties, and not enter into any transaction with an affiliate of the Trust except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction; funds; (xiii) Pay the salaries of its own employees, if any, only out of its own (xiv) Not hold out its credit or assets as being available to satisfy the obligations of any other Person nor pledge its assets for the benefit of any other Person BUSINESS EXHIBIT L: 19 of 75

20 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 20 of 75 nor make any intercompany loans to any affiliate ofthe Trust or accept any intercompany loans from any affiliate of the Trust; (xv) Clearly identify its offices, if any, as its offices and, to the extent that the Trust and its affiliates have offices in the same location, allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including and for services performed by an employee of an affiliate; and (xvi) Use separate stationery, invoices and checks bearing its own name; (xvii) Cause agents and other representatives of the Trust to act at all times with respect to the Trust consistently and in furtherance of the foregoing and in the best interests of the Trust. Failure ofthe Trust, or the Owner Trustee or Administrator on behalf of the Trust, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Trust as a separate legal entity or the limited liability of the Owner Trustee, Delaware Trustee, Depositor, Administrator or Certificateholders. (e) So long as any Notes or other obligations are outstanding under any Debt Agreement, neither the Owner Trustee nor the Administrator shall cause or permit the Trust to, and the Trust shall not, unless otherwise expressly contemplated by such Debt Agreement and the related Transaction Documents: (i) Guarantee any obligation of any Person, including any affiliate; (ii) Engage, directly or indirectly, in any business other than that required or permitted to be performed under Section 2.3, the Basic Documents or this Section 2.12; (iii) Incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (iv) Allow any borrowing or granting of a security interest or other transfer of assets between the Trust and any other Person unless such action is permitted under the Basic Documents and there is a business purpose for the Trust and the borrowing or granting of a security interest in or other transfer of assets was not and will not be intended to impair the rights or interests of creditors and was made in exchange for reasonably equivalent value and fair consideration and has been and will be appropriately documented and recorded in its records; (v) Except as provided under Section 2.3, make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Trust may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; BUSINESS 12 EXHIBIT L: 20 of 75

21 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 21 of 75 (vi) Form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity except as expressly permitted under the Basic Documents; or (vii) To the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course ofthe Trust's business. (f) Without the unanimous written consent of the Certificateholders, none of the Trust, the Owner Trustee, the Depositor, the Administrator or any other Person on behalf of the Trust shall have the authority to: (i) Confess a judgment against the Trust; or (ii) Knowingly perform any act that would (1) subject any Certificateholder to liabilities of the Trust in any jurisdiction or the Trust to liabilities of any Certificateholder, (2) subject the Trust to taxation as a corporation under relevant provisions of the Code, (3) be deemed to cause a taxable exchange of the Notes for federal income tax purposes, or (4) affect the treatment of the Notes as indebtedness for income or franchise tax purposes. Notwithstanding anything in this Agreement to the contrary (including any provision that would purport to apply notwithstanding any other provision or that otherwise would purport to govern over this paragraph), the Trust's execution, delivery and performance of the Basic Documents shall be permitted and not prohibited by and shall be deemed not to violate this Agreement and shall not constitute non-compliance with any restriction or covenant set forth in this Agreement. ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS Section 3.1 Initial Ownership[JUpon the formation of the Trust, the Person listed on Schedule 1 will become the Certificateholders and hold the beneficial interests in the Trust in the percentages set forth opposite each such Person's name. Section 3.2 CertificatesDCertificates shall be issued by the Trust in minimum denominations of one percent Percentage Interest in the Trust. Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Certificates or did not hold such offices at the date of delivery of such Certificates. All Certificates shall be dated the date of their issuance. Section 3.3 Issuance of Certificates[J (a) The Trust shall issue Uncertificated Interests or cause Certificates to be issued and executed by the Owner Trustee in the name and on behalf of the Trust, delivered to or BUSINESS EXHIBIT L: 21 of 75

22 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 22 of 75 upon the written order of the Depositor or the Administrator, in the authorized denominations. No Uncertificated Interest or Certificate shall be issued by the Trust unless and until an Indemnity Acknowledgement Agreement has been executed and delivered to the Trustees by each holder of a membership interest (or other equity interest) in the prospective Certificateholder. (b) Upon the request of a holder of an Uncertificated Interest, a Certificate shall be issued by the Trust to that owner. Section 3.4 TransferC Registration of Transfer and Exchange of the Certificates; Limitations on (a) Any transfer of a Certificate or Uncertificated Interest must be effected in accordance with this Agreement, and any purported transfer of a Certificate or Uncertificated Interest other than in accordance with this Agreement shall, to the fullest extent pelmitted by law, be ineffective and void ab initio. A transferee of a Certificate or any Uncertificated Interest shall become a Certificateholder and shall be entitled to the rights and be subject to the obligations of a Certificateholder hereunder upon such transferee's acceptance of a Certificate or an Uncertificated Interest that has been duly registered in such transferee's name pursuant to Section 3.4(b). (b). The Trust shall cause to be kept a register in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Certificates and/or book entry of any Uncertificated Interests and the registration or book entry of transfers of such Certificates or Uncertificated Interests (the "Certificate Register"). The Trust hereby appoints the Owner Trustee to be the initial registrar (the "Certificate Registrar") for the purpose of the registration of Certificates and/or book entry of any Uncertificated Interests and of transfers and exchanges of Certificates or Uncertificated Interests as herein provided. Upon any resignation of any Certificate Registrar, the Trust shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. At any time if the Owner Trustee is not the Certificate Registrar, the Owner Trustee shall be entitled to receive a copy of the Certificate Register from the Certificate Registrar promptly upon request therefor. (c) No Certificates or Uncertificated Interests have been, nor will be, registered under the Securities Act or listed on any securities exchange. At any time a Certificateholder may transfer Certificates or an Uncertificated Interest; provided that such Certificateholder (i) obtains the prior written consent of the Administrator, (ii) delivers to the Administrator and the Owner Trustee opinions of counsel, in a form acceptable to the Administrator, to the effect that (x) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws, (y) such transfer will not require the Trust to register as an investment company under the Investment Company Act of 1940, as amended, and (z) such transfer will not result in the Trust being characterized as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes and (iii) if such transfer will result in the Trust being taxable as a partnership, then each beneficial owner of the Trust for federal income tax purposes must be a "United States person" BUSINESS EXHIBIT L: 22 of 75

23 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 23 of 75 within the meaning of Section 7701(a)(3) of the Code who has provided an IRS Form W-9 (or applicable substitute or successor form) evidencing such status; provided further that any Certificateholder may transfer all or any portion of its interest in a Certificate or an Uncertificated Interest to an affiliate without delivering such opinions of counsel set forth in clause (ii) above. (d) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Owner Trustee and subject to the satisfaction of the preceding paragraph, the Owner Trustee in the name and on behalf of the Trust shall at the request of the transferee(s) execute and deliver, in the name of the designated transferee or transferees, one or more new Certificates of like tenor and in authorized denominations of a like aggregate Percentage Interest dated the date of issuance by the Owner Trustee. At the option of a Certificateholder, Certificates may be exchanged for other Certificates oflike tenor and of authorized denominations of a like aggregate Percentage Interest upon surrender of the Certificates to be exchanged at the Corporate Trust Office of the Owner Trustee. ( e) Every Certificate presented or surrendered for registration of transfer or exchange and every notification of transfer of an Uncertificated Interest shall be accompanied by (i) a written instrument of transfer (in substantially the form of the assignment and assumption contained in the form of Certificate attached hereto as Exhibit A) evidencing an intent by the transferee of such Certificate or Uncertificated Interest (as applicable) to be bound by the provisions of Article VIII as a Certificateholder, in each case duly executed by the transferring Certificateholder (or such Certificateholder's attorney) and such transferee in each case duly authorized in writing and containing such other terms and conditions as the Administrator may require and (ii) an Indemnity Acknowledgement Agreement executed by the holders from time to time of the membership interests (or other equity interests) in the transferee of such Certificate or Uncertificated Interest (as applicable), if such holders have not previously executed an Indemnity Acknowledgement Agreement pursuant to this clause (ii). Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. The transfer or assignment of a Certificate or Uncertificated Interest ( as applicable), and the assumption of obligations by the transferee, shall not relieve the transferring Certificateholder (or the Indemnitors that hold a membership interest (or other equity interest) in such Certificateholder) of its obligations under Article VIII, unless the Owner Trustee agrees in writing to such transfer or assignment and assumption, and the release of the transferring Certificateholder (or the Indemnitors that hold a membership interest (or other equity interest) in such Certificateholder) of such obligations, such agreement not to be unreasonably withheld or delayed. (f) Certificates cannot be issued or transferred to, or otherwise held by, an "employee benefit plan" subject to the fiduciary responsibility provisions of Title I of ERISA, a plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code or provisions under any other federal, state, local, non-u.s. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each a "Plan"), or any person who is directly or indirectly acting on behalf of, as fiduciary of, as trustee of, or with the assets of, any such Plan BUSINESS 15 EXHIBIT L: 23 of 75

24 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 24 of 75 (g) Each Certificateholder, by acceptance of such Certificate or such Uncertificated Interest, agrees to provide to the Owner Trustee upon its request, the Certificateholder's tax identification information and, to the extent F ATCA Withholding Tax is applicable, the Certificateholder F ATCA Information. In addition, each Certificateholder agrees that the Owner Trustee has the right to withhold any amounts payable to a Certificateholder that fails to comply with the requirements of the preceding sentence. (h) Notwithstanding any other provision herein or elsewhere, other than to determine that any written consent, opinion of counsel, or other document or instrument delivered to the Owner Trustee pursuant to this Section 3.4 substantially complies with the requirements set forth in this Section 3.4, neither the Owner Trustee nor the Certificate Registrar shall have any obligation to determine whether or not any transfer or exchange or proposed or purported transfer of a Certificate or Uncertificated Interest complies with applicable law or is permitted under or in accordance with this Agreement, and neither the Owner Trustee nor the Certificate Registrar shall have any personal liability to any Person in connection with any transfer or exchange or proposed or purported transfer or exchange (and/or registration thereof) that is not permitted under or in accordance with this Agreement. Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates[JIf (a) any mutilated Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be reasonably required by them to save each of them harmless, then in the absence of notice that such Certificate has been acquired by a protected purchaser, the Owner Trustee on behalf ofthe Trust shall execute and the Owner Trustee shall deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination. Any duplicate Certificate issued pursuant to this Section 3.5 shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 3.6 Persons Deemed CertificateholdersDThe Owner Trustee or the Certificate Registrar may treat the Person in whose name any Certificate or Uncertificated Interest is registered in the Certificate Register, as the owner of such Certificate or Uncertificated Interest (as applicable) for the purpose of receiving distributions pursuant to Section 5.1 and for all other purposes whatsoever, and none of the Owner Trustee or the Certificate Registrar shall be bound by any notice to the contrary, except as contemplated in Section 3.4. ARTICLE IV ACTIONS BY OWNER TRUSTEE Section 4.1 Action by Owner Trustee with Respect to Certain MattersDThe Owner Trustee shall not have the power, except upon the written direction of the Administrator, to (a) enter into a Servicing Agreement, (b) remove the Servicer under a Servicing Agreement or to terminate a Servicing Agreement, (c) make any material amendments to a Servicing Agreement, including lowering the standard of care applicable to the Servicer thereunder or materially changing the standards or scope of the services provided thereunder, (d) except as expressly provided in the applicable Servicing Agreement, dispose of the Loans, (e) take any action, give BUSINESS 16 EXHIBIT L: 24 of 75

25 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 25 of 75 any direction or exercise or waive any right of the Trust under the Loans or the Basic Documents, including any rights of the Trust to vote or give consents thereunder, (f) initiate any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Loans) or compromise any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Loans), or (g) file or elect to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute). The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Administrator. Section 4.2 Action by Certificateholders with Respect to Bankruptcy[]For so long as any Notes or other obligations are outstanding under any Debt Agreement, the Trust shall not have the power to take any Material Action without the unanimous prior approval of the Owner Trustee and all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certificate certifying that such Certificateholder reasonably believes that the Trust is insolvent. Section 4.3 Restrictions on Certificateholders' and Administrator's Power[]The Certificateholders and the Administrator shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be violative of any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.3 or Section 2.12 (including Section 2.12(f)), nor shall the Owner Trustee be obligated to follow any such direction, if given. Section 4.4 Majority Control[]Except as expressly provided herein, any action (including the giving of any consent) that may be taken by the Certificateholders may be taken by Certificateholders evidencing not less than a majority of the Percentage Interests evidenced by the Certificate Register. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by the Certificateholders evidencing not less than a majority of the Percentage Interests evidenced by the Certificate Register at the time of the delivery of such notice. ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES Section 5.1 Application of Trust Funds[] Subject to any payments to be made pursuant to the last sentence of this Section 5.1, Section 8.3, any Consulting Agreement or any Basic Document that the Owner Trustee has received, the Owner Trustee shall, on each Payment Date and from time to time on the written direction (given no less than one Business Day in advance) of the Administrator, make distributions to the Certificateholders of all available cash of the Trust on deposit in the Trust Account as of the immediately preceding Business Day, in each case in accordance with each Certificateholder's Percentage Interest (as notified to the Owner Trustee by the Administrator). Amounts shall be remitted by the Owner Trustee in accordance with wire instructions provided by the Certificateholders or the Administrator. The Administrator shall have the authority to direct the Owner Trustee to, and solely upon such direction in writing from the Administrator the Owner Trustee shall, (i) make payments of available cash in the Trust Account to pay expenses due and owing by the Trust pursuant to the Transaction Documents and (ii) make payments or distributions of available cash or other assets BUSINESS 17 EXHIBIT L: 25 of 75

26 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 26 of 75 of the Trust held on deposit in any other account of the Trust or otherwise to the extent not inconsistent with the Transaction Documents. Section 5.2 Accounting and Reports to Certificateholders, Internal Revenue Service and Others f lthe Administrator shall deliver or cause to be delivered to each Certificateholder such information, reports or statements as may be required by the Code and as may be required to enable each Certificateholder to prepare its federal and state income tax returns in the United States and in the applicable jurisdiction of formation or residency of such Certificateholder. No federal income tax return shall be filed on behalf of the Trust unless required by law. In the event that the Trust is required to file tax returns, the Administrator shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust (and in consultation with the Certificateholders make any such elections as may from time to time be required or appropriate) and shall remit such returns to the Certificateholders at least five (5) days before such returns are due to be filed. The Certificateholders shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In no event shall the Owner Trustee, the Administrator or the Certificateholders be liable for any liabilities, costs or expenses of the Trust arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any act or omission by the Owner Trustee, the Administrator or the Certificateholders, as the case may be, in breach of their respective obligations under this Agreement. ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE AND DELAWARE TRUSTEE Section 6.1 General AuthorityDThe Owner Trustee in the name of and on behalf of the Trust is authorized and, only if and when requested by the Administrator, directed to execute and deliver the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party and any amendment or other agreement or instrument, in each case, in such form as the Administrator shall approve, as evidenced conclusively by the Owner Trustee's execution thereof. In addition to the foregoing, subject to Section 4.1, the Owner Trustee in the name of and on behalf of the Trust is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. Furthermore, the Owner Trustee is further authorized from time to time to take such action as the Administrator directs with respect to the Basic Documents and the operation of the Trust, including matters relating to the ownership, servicing and disposition of any portion of the Owner Trust Estate. Without limiting the foregoing, in order to facilitate the Trust's purchases of Loans pursuant to any Purchase Agreement, the Owner Trustee shall send wire transfers from the Trust's accounts, solely at the written direction of the Administrator, which direction shall specify the account from which the transfer is to be made, the amount to be transferred, the name of and contact details for the transferee, and such transferee's wire transfer instructions. Such a direction may be in the form of standing instructions and may be in the form of and given by electronic mail directed to an electronic mail address at which the Owner Trustee has agreed to receive such direction (including an electronic mail confirmation by the Administrator of a transfer request submitted BUSINESS 18 EXHIBIT L: 26 of 75

27 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 27 of 75 by the seller under any Purchase Agreement) and shall be subject to the Owner Trustee's wire callback confirmation procedure. Section 6.2 General DutiesDIt shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement in the interest of the Certificateholders and in accordance with the provisions of this Agreement. Section 6.3 Action upon Instructionn (a) Subject to Sections 2.12, 4.2, 4.3 and 4.4, either the Certificateholders or the Administrator may direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders or the Administrator. (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law or if the Owner Trustee shall have reasonable grounds for believing that adequate indemnity is not reasonably assured or provided to it. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders and the Administrator requesting instruction as to the course of action to be adopted, and, to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Certificateholders or the Administrator received by the Owner Trustee, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents that the Owner Trustee has received, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders and the Administrator requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be BUSINESS EXHIBIT L: 27 of 75

28 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 28 of 75 specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents that the Owner Trustee has received, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction. Section 6.4 No Duties Except as Specified in this Agreement or in InstructionsCThe Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, the Trust, this Agreement, or any document contemplated hereby to which the Trust or the Owner Trustee is or is to be a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.3; and no implied duties or obligations (including fiduciary duties) shall be read into this Agreement or any Basic Document against the Owner Trustee. The Owner Trustee agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that result from actions or omissions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Owner Trust Estate. Section 6.5 No Action Except Under Specified Documents or InstructionsCThe Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents that the Owner Trustee has received and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3. Section 6.6 RestrictionsCThe Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.3, (b) inconsistent with Section 2.12 or (c) that, to the actual knowledge ofthe Owner Trustee, would result in the Trust's becoming taxable as a corporation for federal income tax purposes, or affect the treatment of the Notes as indebtedness for income or franchise tax purposes. ARTICLE VII CONCERNING OWNER TRUSTEE Section 7.1 Acceptance of Trusts and DutiesCThe Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee represents and warrants that it is a national bank, duly organized and validly existing under the laws of the United States and that it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence in the performance of its duties hereunder or (ii) in the case of the inaccuracy of any representation or warranty contained in this Section 7.1 expressly made by the Owner Trustee. In particular, but not by way oflimitation (and subject to the exceptions set forth in the preceding sentence): BUSINESS EXHIBIT L: 28 of 75

29 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 29 of 75 (a) The Owner Trustee shall be responsible only for performing such duties as are specifically and expressly set forth in this Agreement and no implied covenants, duties or obligations shall be read into this Agreement or other Basic Documents or implied by law; (b) The Owner Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee; (c) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder; (d) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance or exercise of any of its duties, rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or any other party or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Certificateholder other than as expressly provided for herein; (f) The Owner Trustee shall not be liable for the default or misconduct of, and shall have no duty to appoint, supervise, or monitor, the Depositor, Administrator or any Certificateholder, Servicer or Custodian or any other Person under any of the Basic Documents or otherwise, the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents and under no circumstances shall the Trustees be personally liable for any representation, warranty, covenant or indebtedness of the Trust; and (g) The Owner Trustee shall be under no obligation to (i) exercise any ofthe rights or powers vested in it by this Agreement or (ii) institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, in each case, at the request, order or direction of any of the Certificateholders or the Administrator, unless such Certificateholders or Administrator have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, no power or authority of the Owner Trustee shall be construed as or infer a duty, and the Owner Trustee shall not be answerable to any person for the performance of any such act other than as a result of its gross negligence, bad faith or willful misconduct in the performance of any such act. (h) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of BUSINESS EXHIBIT L: 29 of 75

30 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 30 of 75 Delaware if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Owner Trustee (as such and in its individual capacity); (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee (as such and in its individual capacity); or (iii) subject the Owner Trustee (as such and in its individual capacity) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Trust) to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may, or if instructed to do so by the Administrator shall, appoint a co-trustee pursuant to Section 10.5 to proceed with such action. To the extent that, at law or equity, the Trustees have duties and liabilities relating to the Depositor, the Certificateholders, or the Trust, it is agreed that such duties and liabilities are replaced by the terms of this Agreement to the fullest extent permitted by law. Section 7.2 Furnishing of Documents C The Owner Trustee shall furnish to the Certificateholders and the Administrator, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. Section 7.3 Reliance; Advice of CounselC (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper Person or Persons. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any Person as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof require and rely on a certificate, signed by an officer or agent of the applicable Person, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise of its powers and in the performance of its duties and obligations under this Agreement, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee in good faith and with due care and (ii) may consult with counsel, accountants and other skilled Persons to be selected by it in good faith and with due care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such BUSINESS 22 EXHIBIT L: 30 of 75

31 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 31 of 75 counsel, accountants or other such Persons and not contrary to this Agreement or any Basic Document. Section 7.4 Not Acting in Individual CapacitynExcept as expressly provided in subclauses (i) and (ii) of the first paragraph of Section 7.1, in accepting the trust hereby created, Wilmington Trust, National Association acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. Section 7.5 Owner Trustee Not Liable for Certificates or LoansDThe recitals contained herein and in any Certificates (other than the signature and countersignature of the Owner Trustee on any Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Basic Document or of any Certificates (other than the signature and countersignature of the Owner Trustee on any Certificates), or of any Loan or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Loan, or the perfection and priority of any security interest created by any Loan or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate cash. Section 7.6 Owner Trustee May Own Certificatesr-lThe Owner Trustee in its individual or any other capacity may become the owner or pledgee of Certificates or any Uncertificated Interests and may deal with the Depositor and any Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee. Section 7.7 Delaware Trustee. (a) The Delaware Trustee has been appointed solely for the purpose of complying with the requirement of the Statutory Trust Statute that the Trust have one trustee, which, in the case of a natural person, is a resident of the State of Delaware, or which in all other cases, has its principal place of business in the State of Delaware. The duties and responsibilities of the Delaware Trustee shall be limited solely to (i) the execution and delivery of the Certificate of Trust and any other documents and certificates necessary to form and maintain the existence of the Trust under the Statutory Trust Statute and (ii) the maintenance of all records necessary to form and maintain the existence of the Trust under the Statutory Trust Statute. Except for the purpose of the foregoing sentence, the Delaware Trustee shall not be deemed a trustee and shall have no management responsibilities or owe any fiduciary duties to the Trust, the Depositor or the Certificateholders. (b) By its execution hereof, the Delaware Trustee accepts the trust created herein. Except as otherwise expressly required by clause (a) above, the Delaware Trustee shall not have any duty or liability under this Agreement or with respect to the Trust or the administration of the Trust, the investment of the Trust's property or the payment of dividends or other distributions of income or principal to the Certificateholders BUSINESS 23 EXHIBIT L: 31 of 75

32 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 32 of 75 (c) The Delaware Trustee shall not be liable for the default or misconduct of the Depositor, Administrator, the Owner Trustee or any Certificateholder, Servicer or Custodian or any other Person under any of the Basic Documents or otherwise. The Delaware Trustee shall not be liable for the acts or omissions of the Owner Trustee, the Administrator, any Certificateholder, Servicer, any Custodian or the Depositor, nor shall the Delaware Trustee be liable for appointing, supervising or monitoring the performance of the duties and obligations of the Owner Trustee, the Depositor, the Administrator, any Servicer, any Custodian or the Trust or any other Person under this Agreement or any other Basic Documents. The Delaware Trustee shall not be personally liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation: (i) the Delaware Trustee shall not be personally liable for any error of judgment made in good faith, except to the extent such error of judgment constitutes gross negligence, bad faith or willful misconduct on its part; (ii) no provision of this Agreement shall require the Delaware Trustee to expend or risk its funds or otherwise incur any financial liability in the performance or exercise of its duties, rights or powers hereunder, if the Delaware Trustee shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iii) under no circumstances shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (iv) the Delaware Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Owner Trustee or the Depositor or any other party; (v) the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper Person or Persons. The Delaware Trustee may accept a certified copy of a resolution ofthe board of directors or other governing body of any Person as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof require and rely on a certificate, signed by an officer or agent of the applicable Person, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon; (vi) in the performance of its obligations hereunder, the Delaware Trustee (A) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Delaware Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee in good faith and with due care and (B) may consult with counsel, accountants and other skilled Persons to be selected by it in good faith and BUSINESS EXHIBIT L: 32 of 75

33 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 33 of 75 with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other such Persons and not contrary to this Agreement; and (vii) except as expressly provided in this Section 7.7, in accepting and performing the trust hereby created, the Delaware Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this Agreement shall look only to the Owner Trust Estate for payment or satisfaction thereof. (d) The Delaware Trustee (or any successor Delaware Trustee) shall be entitled to receive compensation from the Trust for its services in accordance with such schedules as shall have been separately agreed to from time to time by the Delaware Trustee and the Depositor. ( e) The Delaware Trustee shall not be obligated to give any bond or other security for the performance of any of its duties hereunder. ARTICLE VIn COMPENSATION OF OWNER TRUSTEE AND DELAWARE TRUSTEE Section 8.1 Fees and ExpenseslJThe Owner Trustee and the Delaware Trustee shall receive as compensation for their services hereunder such fees as have been separately agreed upon on or before the date hereof between the Depositor and the Trustees, and the Trustees shall be entitled to be reimbursed by the Trust (or if not paid promptly by the Trust, the Certificateholders or the Indemnitors (including, in each case, as provided in Section 8.3)) for their other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Trustees may employ in connection with the exercise and performance of their rights and duties hereunder. Section 8.2 IndemnificationO (a) The Certificateholders, the Indemnitors and the Trust (including as provided in Section 8.3) (the "Indemnifying Parties") shall be liable as primary obligors for, and shall indemnify and hold harmless the Owner Trustee, the Delaware Trustee and each of their respective permitted successors and assigns, affiliates, directors, officers, agents (selected in good faith and with due care) and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee, the Delaware Trustee or any other Indemnified Party in any way relating to or arising out of the Trust, this Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate, the action or inaction of the Administrator or the Owner Trustee or the Delaware Trustee hereunder, or any Servicer's breach of or failure to perform and act in accordance with the applicable Servicing Agreement, the Trust Name Provisions, applicable law, and ordinary and reasonable servicing standards, except only that the Indemnifying Parties shall not be liable for or required to indemnify or hold harmless an Indemnified Party from and against Expenses arising or BUSINESS 25 EXHIBIT L: 33 of 75

34 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 34 of 75 resulting from any of the matters described in clause (i) or (ii) of the first paragraph of Section Ll, in the case of the Owner Trustee, or the third sentence of Section 7.7 (c), in the case of the Delaware Trustee. (b) The indemnities contained in this Section 8.2 and the other rights, benefits, protections, privileges, and immunities of the Trustees hereunder shall survive the resignation or termination of the Owner Trustee or the Delaware Trustee or the termination of this Agreement. Without limiting the generality of the foregoing, and notwithstanding any other provision, all rights, benefits, protections; privileges, immunities, and indemnities of the Trustees under this Agreement shall apply to each Trustee as such, in its individual capacity, and in each other capacity in which it acts hereunder (including as Certificate Registrar). (c) In the event of any claim,action or proceeding for which indemnity will be sought pursuant to this Section 8.2, the Indemnified Party's legal counsel shall be subject to the approval of the Administrator, which approval shall not be umeasonably withheld, conditioned or delayed. The Trustees shall provide notice of such claim, action or proceeding to the Administrator and, upon request, shall provide the Administrator with the opportunity to discuss the defense of any such claim, action or proceeding and shall keep the Administrator generally informed of the progress and status of such defense; provided, that the Trustee shall not be required to take such actions if (i) a Trustee or any Indemnified Party determines that such actions would require it to disclose confidential or privileged information, (ii) the Administrator (or any affiliate thereof) made or initiated such claim, action or proceeding or is otherwise adverse in the applicable proceeding, (iii) a Trustee or any Indemnified Party determines that an actual or potential conflict of interest exists between such Indemnified Party and the Administrator (or an affiliate thereof) or (iv) a Trustee or any Indemnified Party determines in its sole discretion that the defense of any such claim, action or proceeding would be prejudiced by providing any such information to the Administrator. (d) The applicable Indemnified Party will not settle or compromise any such claim, action or proceeding without the prior consent ofthe Administrator, such consent not to be umeasonably withheld or delayed; provided that the Administrator agrees that no settlement or other resolution shall be deemed umeasonable solely because it (i) contains an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such Expenses or proceeding, (ii) contains a statement by the.indemnified Party that such Person with whom the settlement or compromise is made does not admit to any act or omission done with gross negligence, in bad faith or with willful misconduct or (iii) does not provide for injunctive relief, or other relief other than monetary damages payable in full by the Indemnifying Parties. Section 8.3 Payments to Owner Trustee and Delaware TrusteenTo the extent that any amounts are owing and unpaid by the Certificateholders, the Indemnitors or the Trust to either Trustee under this Article VIII, the Owner Trustee shall be entitled to withdraw such amounts from amounts on deposit in the Trust Account prior to the distribution of any amounts pursuant to Section 5.1 or any other provision of this Agreement. Any amounts paid to the Trustees as described in the immediately preceding sentence shall be deemed not to be part of the Owner Trust Estate immediately after such payment. Section 8.4 Pro Rata LiabilityDAs between and among the Certificateholders, each Certificateholder's share of any payment obligations under this Article VIII, together with the share of any such obligations of the Indemnitors that directly or indirectly hold membership BUSINESS 26 EXHIBIT L: 34 of 75

35 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 35 of 75 interests (or other equity interests) in such Certificateholder, shall be equal to such Certificateholder's Percentage Interest of such obligations. As between and among the direct and indirect holders of membership interests (or other equity interests) in a Certificateholder, each Indemnitor's share of any such obligations shall be equal to its Indemnitor's Percentage Interest multiplied by the Percentage Interest of the Certificateholder in which such Indemnitor holds a direct or indirect membership interest (or other equity interest), less (a) any amount paid in respect of such obligation by the Certificateholder multiplied by (b) the Indemnitor's Percentage Interest. For the avoidance of doubt, neither the Owner Trustee nor the Delaware Trustee shall be entitled, by virtue of this Section 8.4, to payment in excess of the obligations due to such Trustee. Section 8.5 Transfer by IndemnitorsDIf any Indemnitor wishes to, or does, transfer or assign its direct or indirect membership interests (or other equity interests) in a Certificateholder (in whole or in part), then, except in the case where such Indemnitor will continue to hold such interests indirectly, (a) such Indemnitor shall so notify the Owner Trustee, (b) the Owner Trustee shall promptly notify such Indemnitor and the transferee whether it agrees to the transfer or assignment of such Indemnitor's obligations under this Article VIII to such transferee and the release of such Indemnitor from such obligations (such agreement not to be unreasonably withheld or delayed), and (c) ifthe Owner Trustee agrees to the transfer or assignment and to the release referred to in clause (b), such Indemnitor shall procure that the transferee executes an Indemnity Acknowledgement Agreement and that the transferring Indemnitor is immediately, and without further action, released from all of its obligations under this Article VIII. ARTICLE IX TERMINATION OF TRUST Section 9.1 Termination of TrustIJ (a) The Trust shall dissolve upon the earliest of (i) the final distribution of all moneys or other property or proceeds of the Owner Trust Estate; (ii) subject to Section 2.12 and Section 4.2, at the option of the Certificateholders or the Administrator and (iii) dissolution of the Trust in accordance with applicable law. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (A) operate to dissolve or terminate this Agreement or the Trust, (B) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate or (C) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), the Owner Trustee shall not be entitled to revoke, dissolve or terminate the Trust. (c) Notice of any dissolution of the Trust, specifying the date upon which Certificateholders shall surrender their Certificates, if any, to the Owner Trustee for cancellation shall be given by the Owner Trustee by notice to Certificateholders within five Business Days of receipt of notice of such dissolution from the Administrator or, if provided under the applicable Servicing Agreement, by the Servicer. The Owner Trustee shall give such notice to the BUSINESS 27 EXHIBIT L: 35 of 75

36 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 36 of 75 Certificate Registrar (if other than the Owner Trustee) at the time such notice is given to Certificateho lders. (d) In the event that any of the Certificateholders shall not surrender their Celiificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to such Certificateholders to surrender their Certificates for cancellation. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. (e) The Administrator shall be responsible for winding up the Trust. Upon the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, the Owner Trustee, at the expense of the Trust shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute and the Trust and this Agreement (other than Article VIII and Section 11.6 and 11.7) shall terminate and be of no further force or effect. ARTICLE X SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES Section 10.1 Eligibility Requirements for TrusteesnThe Delaware Trustee shall at all times be a corporation or association satisfying the provisions of Section 3807(a) ofthe Statutory Trust Statute and each Trustee shall at all times be authorized to exercise corporate trust powers. The Owner Trustee shall have a combined capital and surplus of at least $50,000,000, be subject to supervision or examination by federal or state authorities and have (or have a parent that has) time deposits that are rated at least investment grade by Fitch, Standard & Poor's and Moody's, or such other ratings permitted by the Administrator. If such Person shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.1, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time either Trustee shall cease to be eligible in accordance with the provisions of this Section 10.1, such Trustee shall notify the Administrator immediately and shall resign immediately in the manner and with the effect specified in Section Section 10.2 Resignation or Removal and Appointment of TrusteesIJ (a) Either Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee BUSINESS 28 EXHIBIT L: 36 of 75

37 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 37 of 75 (b) If at any time a Trustee (i) (A) shall cease to be eligible in accordance with the provisions of Section 10.1 or (B) shall cease to be organized under the laws of the United States of America or (C) shall have been determined by the Administrator in its reasonable discretion that such Trustee's continued service would cause adverse legal, tax, regulatory or reputational consequences to the Trust or the Administrator or any affiliate of the Administrator, and (ii) shall fail to resign after written request therefor by the Certificateholders or the Administrator, or if at any time any Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of any Trustee or of its property shall be appointed, or any public officer shall take charge or control of any Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove such Trustee. If the Administrator shall remove a Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and shall pay all amounts owed to the outgoing Trustee as of the date of removal. (c) Any resignation or removal of either Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee as of the date of its resignation or removal. Section 10.3 Successor Trustee 0 Any successor Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Depositor, the Certificateholders, the Administrator and its predecessor Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective, and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor Trustee under this Agreement and, in accordance with their terms, the Basic Documents, with like effect as if originally named as the applicable Trustee. The predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement, and the Depositor, the Administrator and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. Neither the resignation nor removal of a Trustee in accordance with this Agreement shall relieve such Trustee of any liability of such Trustee arising prior to such resignation or removal. Section 10.4 Merger or Consolidation of TrusteeD Any Person into which a Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of such Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such Person is eligible to be the applicable Trustee in accordance with Section BUSINESS 29 EXHIBIT L: 37 of 75

38 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 38 of 75 Section 10.5 Appointment of Co-Trustee or Separate TrusteeDNotwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Owner Trust Estate or any part thereof and, subject to the other provisions of this Section 10.5, such powers, duties, obligations, rights and trusts as the Owner Trustee may consider necessary or desirable. No cotrustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section ARTICLE XI ADMINISTRATOR Section 11.1 Duties of the AdministratorD (a) The Administrator shall administer the Trust and shall perform all duties and obligations (other than payment obligations) of the Trust and the Administrator under the Basic Documents and shall have the authority to take all other actions on behalf of the Trust that are consistent with Section 2.3, Section 2.12 and Section 4.3, including executing and delivering on behalf of the Trust documents, agreements, certificates and other instruments in connection with the foregoing. The Administrator in the name of and on behalf of the Trust is authorized and directed to execute and deliver the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party and any amendment or other modification to any Basic Document or other agreement or instrument, in each case, in such form as the Administrator shall approve, as evidenced conclusively by the Administrator's execution thereof. In performing any of its duties or obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Certificateholders and shall be, in the Administrator's reasonable opinion, no less favorable to the Trust than would be available from unaffiliated parties. (b) Notwithstanding any other provisions of this Agreement, with respect to matters that constitute Non-Ministerial Matters, the Administrator shall not take any action except with the prior consent of the Certificateholders or at the direction of the Certificateholders. To the extent the Administrator acts in good faith with respect to any instruction or consent received, the Administrator shall not be liable on account of such action to the Certificateholders. ( c ) The Administrator may delegate its duties under this Agreement to one or more of its affiliates. (d) Neither Trustee shall have any obligation to oversee the Administrator's compliance with this Agreement BUSINESS 30 EXHIBIT L: 38 of 75

39 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 39 of 75 (e) Notwithstanding anything to the contrary herein, the Administrator shall not, without the written consent of the applicable Trustee, knowingly take or cause the Trust to take any action which in any way adversely affects or could reasonably be expected to adversely affect the Owner Trustee or Delaware Trustee or any of their respective rights, duties or protections herein. Without limiting the foregoing, the Administrator shall not take, or cause the Trust to take, any of the following actions without the written consent of the applicable Trustee: (i) make or purport to make any representation, warranty, covenant or agreement on behalf of either Trustee, (ii) materially alter or increase any duty or obligation of either Trustee under this Agreement, (iii) take any action in the name of either Trustee, including any action involving the initiation of a claim against a third party or the response to a claim by any third party, (iv) effect any settlement or compromise of any pending or threatened claim, action, proceeding or lawsuit in respect of the Trust, unless such settlement (A) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of either Trustee, (B) with respect to any pending or threatened claim, action, proceeding or lawsuit for which the subject matter of such claim relates or could reasonably be expected to relate to any act or omission of either Trustee on behalf of the Trust, includes an unconditional release of each Trustee from all liability on claims that are the subject matter of such claim, action, proceeding or lawsuit and (C) does not provide for injunctive relief or other relief relating to either Trustee, or (v) take any action in the name of either Trustee or in the name of the Trust which could or does result in any event or consequence described in subclauses (i), (ii) or (iii) of Section 7.1 (h). The Administrator shall, on or before the tenth day following the end of each month, provide to the Owner Trustee copies of any documents, agreements, certificates or other instruments executed and/or delivered by or on behalf of the Trust during the preceding month, which have not previously been provided to the Owner Trustee (except for documents agreements, certificates or other instruments executed and/or delivered in the ordinary course of business (which, for the avoidance of doubt, does not include legal proceedings or actions), including account invoices, collection notices and other similar correspondence and documents involving obligors under the Loans); provided that the Administrator shall, upon request, promptly provide to the Owner Trustee any document or information reasonably requested to be provided. Section 11.2 Resignation and Removal of Administrator. (a) Subject to Section 1l.2(c), the Administrator may resign its duties hereunder by providing the Trust, the Owner Trustee and the Certificateholders with at least thirty (30) days prior written notice. (b) The Administrator shall be removed without further action by the Certificateholders (other than notice to the Owner Trustee), the Trust, the Delaware Trustee or the Owner Trustee if any of the following events shall occur (each, an "Administrator Event of Termination") : (i) an action seeking a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings, or for the winding up or liquidation of its affairs shall have been commenced against the Administrator, and any such decree or order continues BUSINESS EXHIBIT L: 39 of 75

40 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 40 of 75 unstayed and in effect for a period of one hundred and twenty (120) consecutive days or an order or decree providing for such relief shall have been entered, and the Certificateholders have not consented to such action, decree or order; or (ii) the consent by the Administrator to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Administrator or relating to substantially all of its property, the admission in writing by the Administrator of its inability to pay its debts generally as they become due, the filing by the Administrator of a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Administrator of an assignment for the benefit of its creditors or the voluntary suspension by the Administrator of payment of its obligations. Upon the Administrator's removal pursuant to Section 11.2(b), the Certificateholders shall appoint a successor Administrator (which may be a Certificateholder) within five (5) Business Days. In no event shall the Trustees' obligations hereunder be modified upon the removal of the Administrator hereunder, nor shall either Trustee be responsible for any obligations of the Administrator after it has been removed and pending the appointment of a successor Administrator. ( c) No resignation of the Administrator pursuant to Section 11.2(a) shall be effective until (i) a successor Administrator shall have been appointed by the Certificateholders and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The resignation of the Administrator pursuant to Section 11.2(a) shall take effect upon the later of (A) the time specified in the applicable notice of resignation or removal and (B) compliance by the successor Administrator with the first sentence of this clause ( c). Section 11.3 Action upon Termination of this Agreement, Resignation or Removal of AdministratorDPromptly upon the effective date of termination of this Agreement pursuant to Section 9.1, the Administrator shall deliver to the Certificateholders (or their designee) all property and documents of or relating to the Owner Trust Estate then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 11.2, the Administrator shall cooperate with the Certificateholders and the Trustees and take all reasonable steps requested to assist the Certificateholders and the Trustees in making an orderly transfer of the duties ofthe Administrator. Section 11.4 Administrator Successors and Assigns flthe rights, duties and obligations of the Administrator under this Agreement may not be assigned by the Administrator unless (a) such assignment is previously consented to in writing by the Certificateholders or (b) such assignment is to an affiliate of the Administrator, and the Administrator shall have provided prior written notice to the Certificateholders and the Trustees. An assignment in accordance with the immediately preceding sentence, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Certificateholders, and without the execution or filing of any instrument or any further act on the part of any of the BUSINESS EXHIBIT L: 40 of 75

41 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 41 of 75 parties thereto, to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator. Section 11.5 Limitation on Administrator Liability. (a) The Administrator shall not be liable for the acts or omissions ofthe Trustees, any Servicer or the Depositor, nor shall the Administrator be liable for supervising or monitoring the performance and the duties and obligations of the Trustees, the Depositor, any Servicer or the Trust under this Agreement or any other Basic Documents. The Administrator shall not be personally liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation: (i) the Administrator shall not be personally liable for any error of judgment made in good faith, except to the extent such error of judgment constitutes gross negligence, bad faith or willful misconduct on its part; (ii) no provision of this Agreement shall require the Administrator to expend or risk funds or otherwise incur any financial liability in the performance or exercise of its duties, rights or powers hereunder, if the Administrator shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iii) under no circumstances shall the Administrator be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust; (iv) the Administrator shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trustees or the Depositor; (v) the Administrator shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Administrator may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Administrator may for all purposes hereof rely on a certificate, signed by the Owner Trustee, as to such fact or matter, and such certificate shall constitute full protection to the Administrator for any action taken or omitted to be taken by it in good faith in reliance thereon; (vi) in the exercise or administration of its rights and duties under this Agreement, the Administrator (A) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator in good faith and with due care and (B) may consult with counsel, accountants and other skilled Persons to be selected by it in BUSINESS EXHIBIT L: 41 of 75

42 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 42 of 75 good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion of any such counsel, accountants or other such Persons and not contrary to this Agreement; and (vii) all persons having any claim against the Administrator by reason of the transactions contemplated by this Agreement shall look only to the Owner Trust Estate for payment or satisfaction thereof. (b) The Administrator shall not be obligated to give any bond or other security for the performance of any of its duties hereunder. Section 11.6 Fees and ExpensesnExcept (a) for payment by the Trust (acting under the direction of the Administrator) to the Administrator in cash (from either the Servicer Account, the Purchaser's Operating Account or such other account designated by the Administrator) of a monthly asset management fee equaling.167% (or the appropriate proportion thereof in the case of any partial month) of the gross value of the assets of the Trust as computed by the Administrator as of the final Business Day of each month and (b) as otherwise provided for in the Transaction Documents, the Administrator shall not be entitled to receive (and shall not receive) any compensation for its services hereunder or reimbursement for expenses incurred by it hereunder unless provision for payment of such compensation or for such reimbursement is made that is satisfactory to the Trustees (with the written consent of the Certificateholders). ARTICLE XII MISCELLANEOUS Section 12.1 Supplements and Amendments. (a) This Agreement may not be amended except in a writing executed by the Depositor, the Administrator, the Delaware Trustee and the Owner Trustee. The Owner Trustee shall not consent to any proposed amendment without the consent of Certificateholders. Notwithstanding the foregoing, any amendment to this Agreement shall be subject to Section (b) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee at the expense of the Trust shall cause the filing of such amendment with the Secretary of State. Section 12.2 No Legal Title to Owner Trust Estate in CertificateholdersDThe Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Article V. No transfer, by operation oflaw or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Trust shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate BUSINESS EXHIBIT L: 42 of 75

43 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 43 of 75 Section 12.3 Limitations on Rights of Others 0 The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Delaware Trustee, the Indemnified Parties, the Depositor, the Administrator, the Certificateholders and the Certificate Registrar, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. Section 12.4 NoticesOUnless otherwise expressly specified or permitted by the terms hereof, any notices, approvals and other communications hereunder shall be in writing and given to the parties at the following address or facsimile number (or such other address or facsimile number as any of them may subsequently designate by notice to the others), given by (i) certified or registered mail, postage prepaid, (ii) recognized courier or delivery service, (iii) facsimile, with receipt confirmed by the addressee, or (iv) electronic mail, with receipt confirmed by the addressee: if to either Trustee, addressed to its Corporate Trust Office; if to the Certificateholder, the initial Indemnitor, the Depositor, or the Administrator, to: Aequitas Commercial Finance LLC 5300 Meadows Rd Suite 400 Lake Oswego, OR Telephone: Facsimile Number: Attention: Robert Baldwin, Director Capital Markets James 1. Fason, III, Senior Counsel rbaldwin@aequitascapital.com;jfason@aequitascapital.com with a copy to: DechertLLP 1900 K S1. NW Washington, DC Telephone: Facsimile Number: Attention: William J. Tuttle william.tuttle@dechert.com if to the Trust, to: ACC Funding Trust Meadows Rd Suite 400 Lake Oswego, OR Telephone: Facsimile Number: Attention: Robert Baldwin, Director Capital Markets James 1. Fason, III, Senior Counsel rbaldwin@aequitascapital.com;jfason@aequitascapital.com BUSINESS 35 EXHIBIT L: 43 of 75

44 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 44 of 75 with copies to: and The Owner Trustee, at its Corporate Trust Office Aequitas Commercial Finance LLC 5300 Meadows Rd Suite 400 Lake Oswego, OR97035 Telephone: Facsimile Number: Attention: Robert Baldwin, Director Capital Markets James J. Fason, III, Senior Counsel Section 12.5 Severability:-:Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 12.6 Separate CounterpartsDThis Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Section 12.7 Successors and Assigns f lall covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor and its permitted assignees, the Owner Trustee and its successors, the Administrator and its successors, the Delaware Trustee and its successors and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder. Section 12.8 No PetitionDEach of the Owner Trustee, the Delaware Trustee and the Administrator, by entering into this Agreement, and each Certificateholder, as evidenced by its acceptance of the ownership of any Certificate or Uncertificated Interest, hereby covenants and agrees that it will not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to, this Agreement or any ofthe Basic Documents until such date as one year and one day have passed following payment in full of all outstanding obligations under all Debt Agreements of the Trust. Section 12.9 No RecourseDEach Certificateholder acknowledges that its beneficial interest in the Trust does not represent an interest in or obligation of the Depositor, any Servicer, the Administrator, the Delaware Trustee, the Owner Trustee or any affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, any Certificates or the Basic Documents BUSINESS 36 EXHIBIT L: 44 of 75

45 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 45 of 75 Section HeadingsJJThe headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section GOVERNING LA wrhhis AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. [Signature page follows] BDSINESS 37 EXHIBIT L: 45 of 75

46 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 46 of 75 IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. AEQUIT AS COMMERCIAL FINANCE, LLC, as Administrator By: Name: R. Scott Wood Title: Secretary ACC HOLDINGS 1, LLC, as Depositor By: Name: R. Scott Wood Title: Secretary WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee and as Delaware Trustee By: Name: Title: [Signature Page for Trust Agreement for ACC Funding Trust ] EXHIBIT L: 46 of 75

47 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 47 of 75 IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. AEQUITAS COMMERCIAL FINANCE, LLC, as Administrator By: Name: Title: ACC HOLDINGS 1, LLC, as Depositor By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, ~s Owner Trustee and as Delaware Trustee By: BUSINESS [Signature Page for Trust Agreement for ACC Funding Trust ] EXHIBIT L: 47 of 75

48 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 48 of 75 Each of the undersigned Indemnitors has received a copy of the Agreement, has read the Agreement and understands the obligations that the Agreement imposes on it. By executing this Agreement, each Indemnitor agrees to be bound by the provisions of Article VIII, as an Indemnitor thereunder.,llc By: Title: Secretary Each of the undersigned Certificateholders has received a copy of the Agreement, has read the Agreement and understands the obligations that the Agreement imposes on it. By accepting a Celtificate or an Uncertificated Interest and executing this Agreement, each Certificateholder agrees to be bound by the provisions of Article VIII. ACC HOLDINGS 1, LLC By: Name: R. Scott Wood Title: Secretary Certificateholder's Percentage Interest: % [Signature Page for Trust Agreement for ACC Funding Trust EXHIBIT L: 48 of 75

49 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 49 of 75 Form of Certificate EXHIBIT A THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM NOR MAY THIS CERTIFICATE BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. IF A TRANSFER OF THIS CERTIFICATE WILL RESULT IN THE TRUST BEING TAXABLE AS A PARTNERSHIP, THEN EACH BENEFICIAL OWNER OF THE TRUST FOR FEDERAL INCOME TAX PURPOSES MUST BE A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") WHO HAS PROVIDED AN IRS FORM W-9 (OR APPLICABLE SUBSTITUTE OR SUCCESSOR FORM) EVIDENCING SUCH STATUS. CERTIFICATES CANNOT BE ISSUED OR TRANSFERRED TO, OR OTHERWISE HELD BY, AN "EMPLOYEE BENEFIT PLAN" SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE, OR AN ENTITY WHOSE UNDERL YING ASSETS ARE CONSIDERED TO INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT (EACH, A "PLAN"), OR ANY PERSON WHO IS DIRECTLY OR INDIRECTLY ACTING ON BEHALF OF, AS FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF, ANY PLAN. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATOR AND CERTAIN OTHER RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION 3.4 OF THE TRUST AGREEMENT UNDER WHICH THIS CERTIFICATE IS ISSUED (A COPY OF WHICH TRUST AGREEMENT IS AVAILABLE FROM THE OWNER TRUSTEE OR UPON REQUEST). FURTHERMORE, THE HOLDER OF THIS CERTIFICATE IS SUBJECT TO THE TERMS (AND CONDITIONS) OF THE TRUST AGREEMENT, INCLUDING THE PAYMENT OBLIGATIONS AND INDEMNIFICATION UNDER ARTICLE VIII OF THE TRUST AGREEMENT. No. Percentage Interest: % ACC FUNDING TRUST CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes the Loans BUSINESS A-I EXHIBIT L: 49 of 75

50 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 50 of 75 THIS CERTIFIES THAT (the "Certificateholder") is the registered owner of a PERCENT nonassessable, fully-paid, undivided percentage interest in ACC Funding Trust (the "Trust"), formed by ACC Holdings 1, LLC (the "Depositor"). The Trust was created (a) pursuant to a Trust Agreement, dated as of October 14, 2014 (as may be amended or supplemented from time to time, the "Trust Agreement"), by and among the Depositor, Wilmington Trust, National Association, as Delaware trustee and as owner trustee (the "Owner Trustee"), and Aequitas Commercial Finance, LLC, as Administrator and (b) upon the filing of the Certificate of Trust. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement. This Certificate is one of the duly authorized class of certificates (herein called the "Certificates"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder by virtue of its acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Notwithstanding anything contained herein to the contrary, this instrument has been signed by Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Trust and in no event shall Wilmington Trust, National Association in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes herein, in the performance of any duties or obligations hereunder, the Owner Trustee (as such or in its individual capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. Concurrently with the delivery of this Certificate, the holder of the Certificate has executed and delivered to the Owner Trustee a duly executed counterpart to the Trust Agreement or written instrument of transfer complying with Section 3.4(e) ofthe Trust Agreement BUSINESS A-2 EXHIBIT L: 50 of 75

51 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 51 of 75 IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed. ACC FUNDING TRUST By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee Dated: by: Authorized Signatory BUSINESS A-3 EXHIBIT L: 51 of 75

52 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 52 of 75 [REVERSE OF CERTIFICATE] As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Owner Trustee, accompanied by a written instrument of transfer (substantially in the form attached hereto) duly executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee and such Certificateholder (as applicable). The initial Certificate Registrar appointed under the Trust Agreement is Wilmington Trust, National Association Except as provided in the Trust Agreement, the Certificates are issuable only as registered Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary, except as contemplated above. A BDSINESS EXHIBIT L: 52 of 75

53 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 53 of 75 ASSIGNMENT AND ASSUMPTION unto FOR VALUE RECEIVED the undersigned transferor hereby sells, assigns and transfers [PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE] (Please print or type name and address, including postal zip code, of assignee) [the accompanying Certificate, and] all of their rights [there]under [and] the Trust Agreement for ACC Funding Trust dated as of October 14,2014 (as may be amended or supplemented from to time to time, the "Trust Agreement"), by and among inter alia, Wilmington Trust, National Association, as Delaware trustee and as owner trustee, Aequitas Commercial Finance, LLC, as administrator, and ACC Holdings 1, LLC, as depositor, and hereby irrevocably constitutes and appoints, attorney, to transfer said' [Certificate and] rights on the Certificate Register (as defined in the Trust Agreement), with full power of substitution in the premises. Dated: [Transferor] By: Name: Title: Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17 Ad-15 if Certificates are to be delivered, other than to and in the name ofthe registered holder. NOTICE: The signature on the assignment must correspond with the name as is written upon the face of the Certificate in every particular without alteration or enlargement or any change whatever. The undersigned transferee hereby acknowledges that it has received a copy of the Trust Agreement, has read the Trust Agreement and understands the obligations that the Trust Agreement imposes on it. By accepting a Certificate or an Uncertificated Interest (as applicable) and by executing this Assignment and Assumption, the undersigned agrees to be bound by the provisions of Article VIn of the Trust Agreement, as a Certificateholder. A BUSINESS EXHIBIT L: 53 of 75

54 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 54 of 75 [Transferee] By: Name: Title: BUSINESS A-6 EXHIBIT L: 54 of 75

55 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 55 of 75 The undersigned Administrator hereby evidences its consent to the transfer described in this Assignment and Assumption. Aequitas Commercial Finance, LLC, as Administrator By: Name: Title: BUSINESS A-7 EXHIBIT L: 55 of 75

56 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 56 of 75 EXHIBITB CERTIFICATE OF TRUST OF ACC FUNDING TRUST THIS Certificate of Trust of ACC Funding Trust (the "Trust") is being duly executed and filed by Wilmington Trust, National Association, as owner trustee and as Delaware trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the "Act") Name. The name of the statutory trust formed hereby is ACC Funding Trust 2. Delaware Trustee. The name and business address of a trustee of the Trust meeting the requirements of Section 3807(a) of the Act are Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware Effective Date. This Certificate of Trust shall be effective upon its filing with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, the undersigned have executed this Certificate of Trust in accordance with Section 3811(a) of the Act. WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee and as Delaware Trustee By: Name: Title: BUSINESS B-1 EXHIBIT L: 56 of 75

57 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 57 of 75 EXHIBITC INDEMNITY ACKNOWLEDGEMENT AGREEMENT This Indemnity Acknowledgement Agreement, dated as of [ ], 2014, is being delivered to WILMINGTON TRUST, NATIONAL ASSOCIATION, pursuant to Section 3.3(a), 3.4(e) or 8.5, as applicable, of that certain Trust Agreement for ACC Funding Trust , dated as of October 14, 2014 (as may be amended or supplemented from time to time, the "Trust Agreement"), by and among Aequitas Commercial Finance, LLC, as administrator (the "Administrator"), ACC Holdings 1, LLC, as depositor (the "Depositor"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as owner trustee under the Trust Agreement (the "Owner Trustee") and as Delaware trustee under the Trust Agreement (the "Delaware Trustee"). To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement. By signing this Indemnity Acknowledgement Agreement, [INSERT NAME OF INDEMNITOR] (the "Indemnitor"), as [transferee of a [direct][indirect] membership interest in a Certificateholder] [holder of a [direct] [indirect] membership interest (or other equity interests) in a transferee of a Certificate or Uncertificated Interest (as applicable)], acknowledges and agrees that it has received a copy of the Trust Agreement, has read the Trust Agreement and understands the obligations that the Trust Agreement imposes on it and agrees to be bound, inter alia, by the provisions of Article VIII of the Trust Agreement, as an indemnitor. This Indemnity Acknowledgement Agreement shall be governed by the laws of the State of Delaware and shall be binding upon the Indemnitor and its successors and assigns. [INSERT NAME OF INDEMNITOR] By: Name: Title: [INSERT NAME OF INDEMNITOR] [address] [address] Fax: [ ] Tel: [ ] Indemnitor's Percentage Interest: [ ]% [Transferring Indemnitor's "Indemnitor's Percentage Interest": [ ]% after giving effect to the transfer] BUSINESS C-1 EXHIBIT L: 57 of 75

58 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 58 of 75 EXHIBITD AUTHORIZED SIGNERS OF THE ADMINISTRATOR (attached) BUSINESS EXHIBIT L: 58 of 75

59 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 59 of 75 AUTHORIZED SIGNERS OF THE ADMINISTRATOR (acting through its Manager, Aequitas Capital Management, Inc.) EXHIBIT D NAME Olaf Janlce, Executive Vice President and CFO of Aequitas Capital Management, Inc. R. Scott Wood, Secretary of Aequitas Capital Management, Inc. Andrew S. Craig, Assistant Secretary of Aequitas Capital Management, Inc. EXHIBIT L: 59 of 75

60 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 60 of 75 SCHEDULE 1 BENEFICIAL OWNERSHIP PERCENTAGES Beneficial Owner ACC Holdings 1, LLC Percentage Ownership 100% BUSINESS EXHIBIT L: 60 of 75

61 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 61 of 75 FIRST AMENDMENT TO TRUST AGREEMENT THIS FIRST AMENDMENT TO TRUST AGREEMENT (this "Alnendment"), dated as of March LJ, 2015 is entered into by and among AEQUITAS COMMERCIAL FINANCE, LLC, an Oregon limited liability company, as administrator ("Administrator"), ACC HOLDINGS 1, LLC, a Delaware limited liability company, as depositor ("Depositor"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national bank, not in its individual capacity but solely as owner trustee under the Trust Agreement referred to below ("Owner Trustee") and as Delaware trustee under such Trust Agreement ("Delaware Trustee"). WHEREAS, Administrator, Depositor, Owner Trustee and Delaware Trustee are parties to that certain Trust Agreement for ACC Funding Trust , dated as of October 14, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the "Trust Agreement") relating to ACC Funding Trust , a Delaware statutory trust (the "Trust"); WHEREAS, the Trust and ACC FUNDING TRUST , a Delaware statutory trust, as Borrowers (the "Borrower "), Depositor, ACC HOLDINGS 2, LLC, a Delaware limited liability company, the lenders from time to time party thereto (the "Lenders"), and COMVEST CAPITAL III, L.P., as administrative agent for such Lenders (together with its successors and assigns, the "Agent") are entering into that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders shall make various loans and extensions of credit to the Borrowers from time to time pursuant to the terms and conditions thereof; and WHEREAS, in connection with the Credit Agreement, the Depositor, the Agent and the other parties thereto are entering into that certain Pledge Agreement, dated as of the date hereof, pursuant to which, among other things, the Depositor is pledging all of its right, title and interest in and to beneficial interests in the Trust to the Agent, for the benefit of the Lenders. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Trust Agreement as amended hereby. 2. Amendments to the Trust Agreement. (a) Section 1.1 of the Trust Agreement, Capitalized Term, is hereby amended by deleting the definitions of "Certificateholder" and "Percentage Interest" contained therein and substituting the following in lieu thereof: "Certificateholder" shall mean a Person in whose name a Certificate or an Uncertificated Interest is registered in the Certificate Register; provided, that solely for purposes of Article VlIl and the definition of "Indemnitor", "Certificateholder" shall include any prior Certificateholder that has transferred its beneficial interests in the Trust in accordance with Section 3.4(j) but shall not include the Creditor or purchaser transferee of such beneficial interests in the Trust. LEGAL02/ v4 EXHIBIT L: 61 of 75

62 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 62 of 75 "Percentage Interest" shall mean the percentage interest in the Trust of a Certificateholder; provided, that solely for purposes of Atticle Vln, the "Percentage Interest" of a "Certificateholder" as defined in the proviso of the definition of "Certificateholder" shall mean the Percentage Interest that such Certificateholder held immediately prior to the transfer of its beneficial interests in the Trust in accordance with Section 3.4(i). Section 3.4 of the Trust Agreement, Registration of Tran fer and Exchange of (b) Certificates; Limitations on Transfer, is hereby amended by adding the following new paragraph (i) at the end of such Section: Notwithstanding any other provision herein or elsewhere to the contrary, "(i) ACC Holdings 1, LLC shall be entitled to pledge its beneficial interests in the Trust and any Certificates or Un certificated Interests evidencing the same, and otherwise grant a lien on and security interest in its beneficial interests in the Trust and any Certificates or Uncertificated Interests evidencing the same and all of its right, title, and interest under this Agreement in favor of, the Trust's lenders (each, a "Lender"), or an agent on behalf of any such Lenders (an "Agent" and collectively with any Lender, the "Creditors"), without any further consent, approval, or action required by such Creditor, Administrator, Owner Trustee, Delaware Trustee, the Trust, or any other Person under this Agreement or otherwise. So long as any such pledge of or security interest granted to such Creditor in any beneficial interests and any such Certificates or Uncertificated Interests is in effect, (i) no consent of Administrator, Owner Trustee, Delaware Trustee or any other Person shall be required to permit such Creditor to become a Certificateholder under this Agreement upon the exercise of such Creditor's rights with respect to such beneficial interests and any such Certificates or Uncertificated Interest and (ii) all requirements set forth in this Section 3.4 (other than Section 3.4(h) and in Section 3.3 (including, without limitation, the requirement to deliver opinions and an Indemnity Acknowledgement Agreement) or elsewhere in this Agreement with respect to the issuance or transfer of Certificates or Uncertificated Interests, as applicable, upon the exercise of such Creditor's rights with respect to such beneficial interests and any such Certificates or Un certificated Interests, as applicable, are hereby waived and, as applicable, are replaced with the requirements set forth in the following sentence. Upon the exercise of any Creditor's rights in respect of such pledge and security interest, such Creditor, or any purchaser of the beneficial interests of the Trust from such Creditor, shall (x) in the case of any beneficial interests represented by a Certificate, surrender, at the Corporate Trust Office of the Owner Trustee for registration of transfer, any such Certificate together with a written instrument of transfer endorsed by ACC Holdings 1, LLC, and the Owner Trustee in the name and on behalf of the Trust shall at the request of such Creditor or purchaser execute and deliver, in the name of the designated Creditor or purchaser, one or more new Certificates of like tenor and in authorized denominations of a like aggregate Percentage Interest dated the date of issuance by the Owner Trustee or (y) in the case of any beneficial interest which is an Uncertificated Interest, present to the Owner Trustee on behalf of the Trust an instruction from ACC Holdings 1, LLC or another appropriate person directing that the transfer of the Uncertificated Interest be registered. Upon the issuance of such new Certificate(s) or the receipt of an appropriate instruction to register the transfer of Un certificated Interests, the Certificate Registrar shall register such transfer and, as applicable, such issuance on the Certificate Register. Any Certificate surrendered for registration of transfer shall be cancelled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice." 2 LEGAL02/ v4 EXHIBIT L: 62 of 75

63 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 63 of 75 (c) Section 11.2 of the Trust Agreement, Resignat ion and Removal of Admini t rator, is hereby amended by deleting such Section in its entirety and by substituting the following in lieu thereof: "(a) Subject to ection 11.2(d), the Administrator may resign its duties hereunder by providing the Trust, the Owner Trustee and the Certificateholders with at least thirty (30) days prior written notice. (b) The Administrator shall be removed without further action by the Certificateholders (other than notice to the Owner Trustee), the Trust, the Delaware Trustee or the Owner Trustee if any of the following events shall occur (each, an "Administrator Event of Termination"): (i) an action seeking a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings, or for the winding up or liquidation of its affairs shall have been commenced against the Administrator, and any such decree or order continues un stayed and in effect for a period of one hundred and twenty (120) consecutive days or an order or decree providing for such relief shall have been entered, and the Certificateholders have not consented to such action, decree or order; or (ii) the consent by the Administrator to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Administrator or relating to substantially all of its property, the admission in writing by the Administrator of its inability to pay its debts generally as they become due, the filing by the Administrator of a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Administrator of an assignment for the benefit of its creditors or the voluntary suspension by the Administrator of payment of its obligations. Upon the Administrator's removal pursuant to Section I l.2(b), the Certificate holders shall appoint a successor Administrator (which may be a Certificateholder) within five (5) Business Days. In no event shall the Trustees' obligations hereunder be modified upon the removal of the Administrator hereunder, nor shall either Trustee be responsible for any obligations of the Administrator after it has been removed and pending the appointment of a successor Administrator. (c) Upon the occurrence of "Event of Default" under and as defined in any loan agreement with a Creditor, the Administrator may be removed by such Creditor (with notice to the Owner Trustee). Upon the Administrator's removal pursuant to this Section Il.2(c), the Creditor shall appoint a successor Administrator (which may be a Certificateholder) within five (5) Business Days. In no event shall the Trustees' obligations hereunder be modified upon the removal of the Administrator hereunder, nor shall either Trustee be responsible for any obligations of the Administrator after it has been removed and pending the appointment of a successor Administrator. (d) No resignation of the Administrator pursuant to Section 11.2(a) shall be effective until (i) a successor Administrator shall have been appointed by the LEGAL02/ v4 3 EXHIBIT L: 63 of 75

64 Case 3:16-cv PK Document 110 Filed 03/25/16 Page 64 of 75 Certificateholders and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The resignation of the Administrator pursuant to Section 11.2(a) shall take effect upon the later of (A) the time specified in the applicable notice of resignation or removal and (B) compliance by the successor Administrator with the first sentence of this clause (d)." (d) Section 12.3 of the Trust Agreement, Limitations on Right of Others, is hereby amended by deleting such Section in its entirety and by substituting the following in lieu thereof: "Section 12.3 Limitation on Right of Others. Except as set forth in the immediately following sentence, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Delaware Trustee, the Indemnified Parties, the Depositor, the Administrator, the Certificateholders and the Certificate Registrar, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. So long as any pledge of any beneficial interests and any Certificates or Uncertificated Interests evidencing the same to a Creditor is in effect, Sections 3.4(i) and ll.2(c) shall inure to the benefit of such Creditor and its successors, assigns, and designated agents, as an intended third party beneficiary, and no amendment, modification, or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such Creditor." (e) Exhibit A to the Trust Agreement, Form of CertiJicate, is hereby amended by deleting such Exhibit in its entirety and by substituting Exhibit A attached hereto in lieu thereof. 3. Conditions Precedent. This Amendment shall become effective upon the receipt by each party hereto of this Amendment, duly executed by the other parties hereto. 4. Representations and Warranties. Each party hereto hereby represents and warrants that: It has the requisite power and authority to enter into this Amendment and to carry (a) out the transactions contemplated hereby. (b) The execution, delivery and performance by it of this Amendment (i) have been duly authorized by all necessary corporate or other entity action of such Person, (ii) do not and will not (A) violate any provision of any law or any governmental rule or regulation applicable to such Person, or any order, judgment or decree of any court or other agency of government binding on such Person or any of its subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under the organizational documents of such Person, (C) result in or require the creation or imposition of any lien upon any of the properties or assets of such Person, or (D) require any approval of stockholders, members or partners or any approval or consent of such Person, except for such approvals or consents that have been obtained and that are still in force and effect, or (iii) do not require any registration with, consent, or approval of, or notice to, or other action to, with or by, any governmental authority, except for those obtained prior to the date hereof and that are still in force and effect. (c) This Amendment has been duly executed and delivered by such Person. This Amendment is the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization (by way of 4 LEGAL02/ v4 EXHIBIT L: 64 of 75