Common use of Binding Effect; Assignability Clause in Contracts

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the Purchaser and their respective permitted successors and assigns (including any subsequent holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of, each of the Issuer, the Depositor and Administrative Agent, the Purchaser Purchasers, the Managing Agents and their respective permitted successors and assigns permitted assigns, subject to the further provisions of this Section 7.04. (including b) The Issuer shall not assign any subsequent holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the PurchaserManaging Agents. (bc) The Subject to the terms and provisions of the Indenture, a Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time assign or sell to one or more Persons (each, a “Participant”), participating undivided participation interests in all or a portion of its rights and obligations hereunder or under a Series 2002-1 Note or any interest herein or in the Series 2002-1 Notes to any Person (including, without limitation, a sale by any Conduit Purchaser to its related Liquidity Providers or Program Support Providers). Any assignment or sale of a participation interest by a Purchaser to a Person (other than a Liquidity Provider or Program Support Provider) pursuant to this Note Purchase AgreementSection 7.04(c) shall be effected pursuant to an Assignment and Acceptance Agreement in substantially the form of Exhibit A hereto. Notwithstanding the foregoing, a Purchaser shall, so long as no Amortization Event has occurred and is continuing, obtain the consent of the Issuer (such consent not to be unreasonably withheld, delayed or conditioned) in connection with an assignment of its obligations hereunder and under a Series 2002-1 Note to any such Person other than a sale by a Conduit Purchaser to (i) another commercial paper conduit managed by the Purchaser of participating interests to a Participant, the Purchaser’s related Managing Agent or (ii) any Liquidity Provider or Program Support Provider. (d) The Administrative Agent may assign at any time its rights and obligations under this Note Purchase Agreement shall remain unchanged, hereunder to an Affiliate without the Purchaser shall remain solely responsible for consent of the performance thereof, and Purchasers or the Issuer and such assignment shall be effective upon written notice thereof to the Depositor shall continue to deal solely Purchasers, the Issuer, the Servicer and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase AgreementTrustee. (ce) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the date on which all amounts payable with respect Commitments to fund hereunder have been terminated and the Purchased Notes shall have Outstanding Amount has been paid in full. (d) The Purchaser may sell or assign ; provided, however, that the Purchased Note only rights and remedies with respect to any breach of any representation and warranty made by the prior consent of the Loan Originator unless (i) such sale or assignment is Issuer pursuant to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In additionArticle V and, the Purchaser rights and remedies described in Sections 2.06, 2.07, 2.08, 2.09, 5.02, 7.08, 7.09, 7.11 and 7.12 shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent be continuing and shall survive any termination of the Loan Originatorthis Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrowers, the Depositor and Sellers, the Purchaser Master Servicers, the Performance Guarantor, the Agent, the Lender and their respective permitted successors and assigns permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including any subsequent holders including, without limitation, by way of the Purchased Notes)sale of participation interests therein) by the Lender and its successors and assigns; provided, however, except as provided in clause that (di) belowto the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, neither the Issuer nor the Depositor commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any right to of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign their respective any of its rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) Lender and the Agent. The Purchaser parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the ordinary course assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of its business and in accordance with the Basic Documents and applicable lawGWG Parties, including applicable securities lawsthe Master Servicers or any other Person; provided, at any time sell to one or more Persons (eachhowever, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding that the Lender shall not disclose any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect terms mutually satisfactory to the Purchased Notes shall have been paid in fullAgent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor and Agent, the Purchaser Lender and their respective permitted successors and assigns permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including any subsequent holders including, without limitation, by way of the Purchased Notes)sale of participation interests therein) by the Lender and its successors and assigns; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, except any such assignment by the Lender shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld) unless such assignment is to the Agent, an Affiliate of the Agent or any Person managed or administered by the Agent or an Affiliate of the Agent, in which case no such consent from the Borrower shall be required. In any event, this Agreement may only be assigned to assignees that are “qualified purchasers” within the meaning of the United States Investment Company Act of 1940, as provided in clause (d) below, neither the Issuer nor the Depositor shall have amended. The Borrower may not assign any right to assign their respective of its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) Lender and the Agent. The Purchaser parties to each assignment or participation made by the Lender pursuant to this Section 10.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 10.04. Subject to Section 10.13, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 10.04, disclose to the ordinary course assignee or participant or proposed assignee or participant any information relating to the MF/Borrower Related Parties and the Collateral furnished to the Lender by or on behalf of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a ParticipantMF/Borrower Related Parties, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with Servicer or any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreementother Person. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor and Lenders, the Purchaser Managing Agents, the Administrative Agent, the Collection Agent, and their respective permitted successors and assigns permitted assigns. (including b) The Borrower may not assign any subsequent holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have its rights or delegate any right to assign their respective rights of its duties hereunder or interest herein (by operation of law or otherwise) under the other Facility Documents without the prior written consent of the PurchaserAdministrative Agent and each Managing Agent. A Lender may assign any of its rights and delegate any of its duties hereunder and under the other Facility Documents (i) without the consent of the Borrower, to any Lender (other than a Defaulting Lender), any Affiliate of any Lender or to any Liquidity Provider and (ii) with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed), to any other Person; provided that no such consent shall be required during the continuance of an Event of Default. (bc) Notwithstanding any other provision of this Agreement, any Lender may at any time in its sole and absolute discretion assign, participate, grant a security interest in, transfer or pledge all or a portion of its rights (including its rights to payment of the principal and Interest on its Advances) under this Agreement or under its Liquidity Agreement to secure its obligations to (x) a Federal Reserve Bank or any similar entity or federal program or (y) a trustee or collateral agent, without notice to or consent of the Borrower (and without the execution of any document in connection therewith); provided that no such assignment under this clause (c) shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto, and the Administrative Agent, the Managing Agents, the other Lenders, the Collection Agent and the Borrower shall have the right to continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. (d) The Purchaser mayparties to each assignment made pursuant to this Section 10.06 shall execute and deliver to the Administrative Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or other transfer instrument reasonably satisfactory in form and substance to the Administrative Agent, the related Managing Agent and the Borrower. Each such assignment shall be effective as of the date specified in the ordinary course applicable Assignment and Acceptance or other instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Administrative Agent shall notify the Borrower of any assignment made pursuant to this Section 10.06. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its business offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the obligations under this Agreement (the “Register”). The entries in accordance with the Basic Documents Register shall be conclusive absent manifest error, and applicable lawthe Borrower, including applicable securities lawsthe Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 10.06(d) shall be construed so that the obligations under this Agreement are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (e) Each Lender may sell participations, to one or more Persons (each, a “Participant”), participating interests banks or other entities in or to all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any Agreement (including all or a portion of its Commitment); provided, however, that (i) such sale by the Purchaser of participating interests to a Participant, the PurchaserLender’s rights and obligations under this Note Purchase Agreement (including its Commitment to the Borrower hereunder) shall remain unchanged, the Purchaser , (ii) such Lender shall remain solely responsible to the other parties to this Agreement for the performance thereofof such obligations, (iii) the Administrative Agent, the Managing Agents, the other Lenders, the Collection Agent and the Issuer and Borrower shall have the Depositor shall right to continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant such Lender in connection with the Purchasersuch Lender’s rights and obligations under this Note Purchase Agreement, and (iv) such Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each Participant’s interest in the obligations under the this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. This Section 10.06(e)(iv) shall be construed so that the obligations under this Agreement are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (cv) This Note Purchase Agreement shall create such Lender obtains a representation from any proposed assignee of such participation that either (i) the assignee is not acquiring and constitute will not hold the continuing obligation participation with “plan assets” of any “benefit plan investor” within the meaning of Section 3(42) of ERISA or (ii) the acquisition and holding by the assignee of the parties hereto participation will not constitute or result in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Purchased Notes shall have been paid in fullCode. (df) The Purchaser may sell Lenders may, in connection with any assignment or assign participation by any of them or any proposed assignment or participation pursuant to this Section 10.06, disclose to the Purchased Note only with assignee or participant or proposed assignee or participant any information relating to the prior consent Borrower, the Collection Agent and the Collateral furnished to such Lender by or on behalf of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor Borrower or the Loan Originator breaches a representation Collection Agent; provided that prior to any such disclosure of information designated by the Borrower as confidential, each such assignee or warranty contained in participant or proposed assignee or participant shall executed an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the Sale and Servicing Agreement. In addition, confidentiality of such confidential information on terms no less restrictive than those applicable to the Purchaser shall have the right to sell or finance the Purchased Note Lenders pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSection 10.14.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerSeller, the Depositor and the Purchaser Buyer and their respective permitted successors and assigns (including any subsequent holders of the Purchased Notes)assigns; provided, however, except as provided in clause (d) below, neither that the Issuer nor the Depositor shall have any right to Seller may not assign their respective its rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the PurchaserBuyer, or as provided in the next sentence. In connection with any sale or assignment by the Buyer of all or a portion of the Transferred Mortgage Assets, the buyer or assignee (including Xxxxxx Xxx, Xxxxxxx Mac or any other Approved Investor or other purchaser to whom rights under this Agreement may be assigned but only with respect to an assignment made following and during the continuance of an Event of Default), as the case may be, shall, to the extent specifically provided in connection with its purchase or assignment, under a master agreement or otherwise (in the case of Mortgage Loans delivered to Xxxxxx Mae), have all rights and remedies of the Buyer under this Agreement (as if such buyer or assignee, as the case may be, were the Buyer hereunder) and without limitation of the foregoing, all representations and warranties (including Xxxxxx Xxx Representations and Warranties in the case of Mortgage Loans delivered to Xxxxxx Mae) made by the Seller to Buyer shall be directly enforceable by such buyer or assignee, except to the extent specifically provided in the agreement between the Buyer and such buyer or assignee, as the case may be. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as time, after the Facility Termination Date, when all amounts payable of the Obligations are paid in full; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Seller pursuant to a repurchase, financing or similar transaction without Article IV and the consent provisions of the Loan OriginatorArticle VIII and Sections 9.04 and 9.05 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor each Lender and the Purchaser Administrative Agent and their respective permitted successors and assigns (including permitted assigns. The Borrower may not assign, transfer, hypothecate or otherwise convey any subsequent holders of its rights or obligations hereunder or interests herein without the express prior written consent of the Purchased NotesRequisite Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) Any assignment by a Lender shall (i) require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.02(b) or otherwise in form and substance satisfactory to the Administrative Agent, and acknowledged by, the Administrative Agent and other than in the case of an assignment by a Lender to one of its Affiliates, the consent of the Administrative Agent and, only if and so long as no Event of Default has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed); provided, howeverfurther that assignments by a Lender to a SPV or any Affiliate of the Agent or any Lender shall not be subject to the consent of the Borrower; (ii) if a partial assignment, except as provided (A) be in clause (d) belowan amount at least equal to $10,000,000 and, neither after giving effect to any such partial assignment, the Issuer nor the Depositor assigning Lender shall have retained a Revolving Commitment in an amount at least equal to $10,000,000 and (B) constitute a ratable assignment of the Maximum Revolving Credit Amount and the Term Loan such that, after giving effect to such assignment, such assignee Lender’s and assignor Lender’s respective pro rata shares of the outstanding Term Loan and outstanding Maximum Revolving Credit Amount shall be equal; (iii) require the delivery to the Administrative Agent by the assignee or participant, as the case may be, of any right forms, certificates or other evidence described in Section 2.10(e), (iv) other than in the case of an assignment by a Lender to assign their respective rights hereunder one of its Affiliates, include a payment to the Administrative Agent by the assignor or interest herein assignee Lender of an assignment fee of $3,500 and (v) any assignment by operation of law or otherwisea Non-Funding Lender (including any Affiliate thereof) without shall require the prior written consent of the PurchaserAdministrative Agent. In the case of an assignment by a Lender under this Section 12.02, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Revolving Commitment or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any assignment made in accordance with this Section 12.02(b) will give rise to a direct obligation of the Borrower to the assignee and that the assignee shall thereupon be a “Lender” for all purposes. In all instances, each Lender’s obligation to make Revolving Credit Advances hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the Revolving Commitment. In the event any Lender assigns or otherwise transfers all or any part of a Note, the Borrower shall, upon the request of such Lender, execute one or more new Notes in exchange for the Notes being assigned. Notwithstanding the foregoing provisions of this Section 12.02(b), any Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the other Transaction Documents to any Federal Reserve Bank or to any holder or trustee of such Lender’s securities; provided, however, that no such pledge or assignment to any Federal Reserve Bank, holder or trustee shall release such Lender from such Lender’s obligations hereunder or under any other Related Document and no such holder or trustee shall be entitled to enforce any rights of such Lender hereunder unless such holder or trustee becomes a Lender hereunder through execution of an Assignment Agreement as set forth above. (bc) The Purchaser In addition to the foregoing right, any Lender may, in without consent from the ordinary course Administrative Agent or the Borrower, but with notice to the Administrative Agent, the Borrower and the Servicer (unless a Designated Event or Termination Event has occurred and is continuing), (x) grant to a SPV the option to make all or any part of any Advance that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder); (y) assign to a SPV all or a portion of its business and in accordance with rights (but not its obligations) under the Basic Documents and applicable lawTransaction Documents, including applicable securities laws, at a sale of any time Advances or other Borrower Obligations hereunder and such Lender’s right to receive payment with respect to any such Borrower Obligation and (z) sell participations to one or more Persons (each, a “Participant”), participating interests in or to all or a portion of its rights and obligations under the Transaction Documents (including all its rights and obligations with respect to the Advances); provided, however, that (x) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable to any Person for any obligations of such Lender hereunder (it being understood that nothing in this Note Purchase Agreement. Notwithstanding Section 12.02(c) shall limit any rights the Lender may have as against such SPV or participant under the terms of the applicable option, sale or participation agreement between or among such parties); and (y) no such SPV or holder of any such participation shall be entitled to require such Lender to take or omit to take any action hereunder] except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Advance in which such holder participates, (ii) any extension of any scheduled payment of the principal amount of any Advance in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Borrower Collateral (other than in accordance with the terms of this Agreement or the other Transaction Documents). Solely for purposes of Sections 2.08, 2.09, 2.10, 2.16 and 10.01, Borrower acknowledges and agrees that each such sale by the Purchaser of participating interests or participation shall give rise to a Participantdirect obligation of the Borrower to the participant or SPV and each such participant or SPV shall be considered to be a “Lender” for purposes of such sections; provided, however, that a participant shall not be entitled to receive any greater payment under Section 2.10 than the Purchaserapplicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.10 unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.10(e) as though it were a Lender. Except as set forth in the two preceding sentences, such Lender’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereofobligations, and the Issuer rights and obligations of the other Lenders and the Depositor Administrative Agent towards such Lender under any Transaction Document shall remain unchanged and none of the Borrower, the Administrative Agent or any Lender (other than the Lender selling a participation or assignment to a SPV) shall have any duty to any participant or SPV and may continue to deal solely and directly with the Purchaser and shall have assigning or selling Lender as if no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in fullassignment or sale had occurred. (d) The Purchaser may sell Except as expressly provided in this Section 12.02, no Lender shall, as between the Borrower and that Lender, or assign between the Purchased Note only with the prior consent Administrative Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loan Originator unless Advances, the Notes or other Borrower Obligations owed to such Lender. (ie) The Borrower shall assist any Lender permitted to sell assignments or participations under this Section 12.02 as reasonably required to enable the assigning or selling Lender to effect any such sale assignment or assignment is to participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be reasonably requested and the participation of management in meetings with potential assignees or participants. The Borrower shall, if the Administrative Agent so requests in connection with an Affiliate initial syndication of the PurchaserRevolving Commitments hereunder, assist in the preparation of informational materials for such syndication. (iif) A Lender may furnish any information concerning the Borrower, any Seller, the Servicer and/or the Receivables in the possession of such sale Lender from time to time to assignees and participants (including prospective assignees and participants). Each Lender shall obtain from all prospective and actual assignees or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty participants confidentiality covenants substantially equivalent to those contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSection 12.05.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerWMECO, the Depositor and Seller, the Purchaser Servicer, the Agent, the Owners and their respective permitted successors and assigns permitted assigns. This Agreement and each Owner's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including any subsequent holders by way of the Purchased Notes)sale of participation interests therein) by such Owner and its successors and assigns; provided, however, except that the Purchaser may only assign its rights and obligations as provided the "Purchaser" hereunder (as distinguished from its rights and obligations as an "Owner" hereunder), in clause (d) belowwhole, neither to another Issuer acceptable to the Issuer Purchaser, and, upon such assignment, such assigning Purchaser shall cease to be the Purchaser hereunder. Neither WMECO, the Seller nor the Depositor shall have Servicer may assign any right to assign their respective of its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) Owners and the Agent. The parties to each assignment or participation made pursuant to this Section 10.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Seller, and which shall provide that the parties thereto agree to be bound by Section 10.12 of this Agreement. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Seller of any assignment or participation thereof made pursuant to this Section 10.04. The Purchaser or any Owner may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 10.04, disclose to the ordinary course assignee or participant or proposed assignee or participant who agrees to abide by the provisions of Section 10.12 any information relating to the Seller and the Percentage Interests furnished to such Owner by or on behalf of the Seller or the Servicer. Notwithstanding the fact that the Purchaser or any Owner, as a result of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in having assigned all or a portion of its rights remaining rights, interests, duties and obligations under this Note Purchase Agreement. Notwithstanding any such sale by hereunder, shall cease to be the Purchaser of participating interests to a Participantor an Owner for purposes hereof, such assigning Purchaser or Owner, as the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchangedcase may be, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely be entitled to all rights of indemnity and directly with reimbursement from the Purchaser and shall have no obligations to deal with Seller under this Agreement for any Participant indemnifiable or reimbursable costs, expenses or liabilities incurred or arising out or in connection with such Person's acting as the Purchaser’s rights and obligations Purchaser or an Owner under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon upon, and inure to the benefit of of, the Initial Noteholders, each Variable Funding Note Noteholder, the Issuer, the Depositor and the Purchaser Master Servicer and their respective permitted successors and assigns permitted assigns. (b) Neither the Issuer nor the Master Servicer shall assign any of its respective rights and obligations hereunder or any interest herein without the prior consent of the Initial Noteholders and each Variable Funding Note Noteholder. In connection with any such assignment the assignee shall expressly agree to assume all the obligations of the Issuer or the Master Servicer, as applicable, hereunder and no such assignment made without the prior consent of each such Noteholder shall relieve the Issuer or the Master Servicer, as applicable, of any of its obligations hereunder, and no assignment permitted hereunder shall relieve the Issuer or the Master Servicer, as applicable, from any obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (c) Each Initial Noteholder and each Variable Funding Note Noteholders may, at any subsequent holders time, sell, assign, grant undivided participation interests in all or part of the Purchased Notes)obligations due to it under this Agreement and in respect of its interest in a Note, or otherwise transfer all or part of the obligations due to it under this Agreement and in respect of its interest in a Note without the consent of the Issuer or any of its Affiliates; provided, however, that any such sale, assignment or grant of a participation interest shall be effected in compliance with Section 4.04 of the Indenture. Each Noteholder that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes or other obligations under the Transaction Documents (the “Participant Register”); provided that no Noteholder shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each Person whose name is recorded in the Participant Register as provided the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. This Section 8.03(c) shall be construed so that the Notes are at all times maintained in clause “registered form” within the meanings of Code Sections 163(f), 871(h)(2), and 881(c)(2) and any related regulations (and any successor provisions). (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable the Funding Period Termination Date; provided, however, that the rights and remedies with respect to any breach of any representation, warranty or covenant made by the Purchased Notes Issuer or Master Servicer pursuant to Article IV and Article V, as applicable, shall have been paid in fullbe continuing and shall survive any termination of this Agreement. (de) The Purchaser may sell or assign Each Holder hereby acknowledges that it is subject to and bound by the Purchased Note only provisions of Section 3.04 and 11.12 of the Servicing Agreement in accordance with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaserterms thereof, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale which shall remain in full force and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note effect until terminated pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSection 11.07 thereof.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor each Lender and the Purchaser Administrative Agent and their respective permitted successors and assigns (including permitted assigns. The Borrower may not assign, transfer, hypothecate or otherwise convey any subsequent holders of its rights or obligations hereunder or interests herein without the express prior written consent of the Purchased NotesRequisite Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) Any assignment by a Lender shall (i) require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.02(b) or otherwise in form and substance satisfactory to the Administrative Agent, and acknowledged by, the Administrative Agent and other than in the case of an assignment by a Lender to one of its Affiliates, the consent of the Administrative Agent and, only if and so long as no Event of Default has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed); provided, howeverfurther that assignments by a Lender to a SPV or any Affiliate of the Agent or any Lender shall not be subject to the consent of the Borrower; (ii) if a partial assignment, except as provided (A) be in clause (d) belowan amount at least equal to $10,000,000 and, neither after giving effect to any such partial assignment, the Issuer nor the Depositor assigning Lender shall have retained a Revolving Commitment in an amount at least equal to $10,000,000 and (B) constitute a ratable assignment of the Maximum Revolving Credit Amount and the Term Loan such that, after giving effect to such assignment, such assignee Lender’s and assignor Lender’s respective pro rata shares of the outstanding Term Loan and outstanding Maximum Revolving Credit Amount shall be equal; (iii) require the delivery to the Administrative Agent by the assignee or participant, as the case may be, of any right forms, certificates or other evidence described in Section 2.10(e), (iv) other than in the case of an assignment by a Lender to assign their respective rights hereunder one of its Affiliates, include a payment to the Administrative Agent by the assignor or interest herein assignee Lender of an assignment fee of $3,500 and (v) any assignment by operation of law or otherwisea Non-Funding Lender (including any Affiliate thereof) without shall require the prior written consent of the PurchaserAdministrative Agent. In the case of an assignment by a Lender under this Section 12.02, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Revolving Commitment or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any assignment made in accordance with this Section 12.02(b) will give rise to a direct obligation of the Borrower to the assignee and that the assignee shall thereupon be a “Lender” for all purposes. In all instances, each Lender’s obligation to make Revolving Credit Advances hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the Revolving Commitment. In the event any Lender assigns or otherwise transfers all or any part of a Note, the Borrower shall, upon the request of such Lender, execute one or more new Notes in exchange for the Notes being assigned. Notwithstanding the foregoing provisions of this Section 12.02(b), any Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the other Transaction Documents to any Federal Reserve Bank or to any holder or trustee of such Lender’s securities; provided, however, that no such pledge or assignment to any Federal Reserve Bank, holder or trustee shall release such Lender from such Lender’s obligations hereunder or under any other Related Document and no such holder or trustee shall be entitled to enforce any rights of such Lender hereunder unless such holder or trustee becomes a Lender hereunder through execution of an Assignment Agreement as set forth above. (bc) The Purchaser In addition to the foregoing right, any Lender may, in without consent from the ordinary course Administrative Agent or the Borrower, but with notice to the Administrative Agent, the Borrower and the Servicer (unless a Designated Event or Termination Event has occurred and is continuing), (x) grant to a SPV the option to make all or any part of any Advance that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder); (y) assign to a SPV all or a portion of its business and in accordance with rights (but not its obligations) under the Basic Documents and applicable lawTransaction Documents, including applicable securities laws, at a sale of any time Advances or other Borrower Obligations hereunder and such Lender’s right to receive payment with respect to any such Borrower Obligation and (z) sell participations to one or more Persons (each, a “Participant”), participating interests in or to all or a portion of its rights and obligations under the Transaction Documents (including all its rights and obligations with respect to the Advances); provided, however, that (x) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable to any Person for any obligations of such Lender hereunder (it being understood that nothing in this Note Purchase Agreement. Notwithstanding Section 12.02(c) shall limit any rights the Lender may have as against such SPV or participant under the terms of the applicable option, sale or participation agreement between or among such parties); and (y) no such SPV or holder of any such participation shall be entitled to require such Lender to take or omit to take any action hereunder] except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Advance in which such holder participates, (ii) any extension of any scheduled payment of the principal amount of any Advance in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Borrower Collateral (other than in accordance with the terms of this Agreement or the other Transaction Documents). Solely for purposes of Sections 2.08, 2.09, 2.10, 2.15 and 10.01, Borrower acknowledges and agrees that each such sale by the Purchaser of participating interests or participation shall give rise to a Participantdirect obligation of the Borrower to the participant or SPV and each such participant or SPV shall be considered to be a “Lender” for purposes of such sections; provided, however, that a participant shall not be entitled to receive any greater payment under Section 2.10 than the Purchaserapplicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.10 unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.10(e) as though it were a Lender. Except as set forth in the two preceding sentences, such Lender’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereofobligations, and the Issuer rights and obligations of the other Lenders and the Depositor Administrative Agent towards such Lender under any Transaction Document shall remain unchanged and none of the Borrower, the Administrative Agent or any Lender (other than the Lender selling a participation or assignment to a SPV) shall have any duty to any participant or SPV and may continue to deal solely and directly with the Purchaser assigning or selling Lender as if no such assignment or sale had occurred. Each Lender that sells a participation, acting solely for this purpose as an agent of the Borrower, shall maintain a register on which it enters the name and shall have no obligations to deal with any Participant address of each participant and the principal amounts (and stated interest) of each participant’s interest in connection with the Purchaser’s rights and Loans or other obligations under this Note Purchase Agreement. Agreement (c) This Note Purchase Agreement the “Participant Register”); provided that no Lender shall create and constitute the continuing have any obligation to disclose all or any portion of the parties hereto Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in accordance with any Commitments, Loans, Letters of Credit or its termsother obligations under any this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, the Borrower and the Administrative Agent shall remain treat each person whose name is recorded in full force and effect until such time as all amounts payable with respect the Participant Register pursuant to the Purchased Notes shall have been paid in fullterms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. (d) The Purchaser may sell Except as expressly provided in this Section 12.02, no Lender shall, as between the Borrower and that Lender, or assign between the Purchased Note only with the prior consent Administrative Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loan Originator unless Advances, the Notes or other Borrower Obligations owed to such Lender. (ie) The Borrower shall assist any Lender permitted to sell assignments or participations under this Section 12.02 as reasonably required to enable the assigning or selling Lender to effect any such sale assignment or assignment is to participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be reasonably requested and the participation of management in meetings with potential assignees or participants. The Borrower shall, if the Administrative Agent so requests in connection with an Affiliate initial syndication of the PurchaserRevolving Commitments hereunder, assist in the preparation of informational materials for such syndication. (iif) A Lender may furnish any information concerning the Borrower, any Seller, the Servicer and/or the Receivables in the possession of such sale Lender from time to time to assignees and participants (including prospective assignees and participants). Each Lender shall obtain from all prospective and actual assignees or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty participants confidentiality covenants substantially equivalent to those contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSection 12.05.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor Seller and the Purchaser and their respective permitted successors and assigns (including any subsequent holders of the Purchased Notes); providedwhether by merger, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law consolidation or otherwise) and assigns. Except as otherwise permitted herein, the Seller agrees that it will not assign or transfer all or any portion of its rights or obligations hereunder to any Person (other than Dell or any of its Controlled Affiliates) without the prior written consent of the PurchaserPurchaser and a Majority in Interest of each outstanding Series. In connection with any sale or assignment by the Purchaser of all or a portion of the Receivables, the buyer or assignee, as the case may be, shall, to the extent of its purchase or assignment, have all rights of the Purchaser under this Agreement(as if such buyer or assignee, as the case may be, were the Purchaser hereunder) except to the extent specifically provided in the agreement between the Purchaser and such buyer or assignee. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, Seller acknowledges that the Purchaser shall remain solely responsible assign to the Trust, as collateral security for the performance thereofPurchaser's obligations under the Pooling and Servicing Agreement, all of the Purchaser's rights, remedies, powers and privileges hereunder (including, without limitation, the Issuer and the Depositor shall continue right to deal solely and directly with give any notice which the Purchaser and may provide to the Seller hereunder), provided that the Purchaser shall have no not assign or delegate any of its duties or obligations hereunder to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase AgreementTrust. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable time, after the last Termination Date of any Series; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Seller pursuant to a repurchaseArticle IV and the provisions of Article VII and Sections 5.03(h), financing or similar transaction without the consent 8.03 and 8.13 shall be continuing and shall survive any termination of the Loan Originatorthis Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon each of and inure to the benefit of the IssuerCompany, the Depositor and Master Servicer, the Agent, each Purchaser and their respective permitted successors and assigns permitted assigns. (including b) The Company shall not assign any subsequent holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Agent and each Purchaser. Without the prior written consent of the Agent and each Purchaser, the Master Servicer shall not assign any of its rights and obligations hereunder or any interest herein to any Person other than a Successor Servicer. (bc) The Purchaser Each VFC Certificateholder may, in the ordinary course of its business and in accordance with Sections 2.6 and 8.7 of the Basic Documents and applicable law, including applicable securities lawsSupplement, at any time sell to one or more Persons banks or other entities (each, a “Participant”), "Participants") participating interests in all or a any portion of its rights VFC Certificates and obligations under this Note Purchase Agreementits Commitment. Notwithstanding In the event of any such sale by the Purchaser a VFC Certificateholder of participating interests to a Participant, the Purchaser’s rights and VFC Certificateholder's obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser VFC Certificateholder shall remain solely responsible for the performance thereof, and the Issuer VFC Certificateholder shall remain the holder of its rights under its VFC Certificate and this Agreement for all purposes hereunder, and the Depositor other parties hereunder shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant VFC Certificateholder in connection with the Purchaser’s such rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement . The Company agrees that each Participant shall create be entitled to the benefits of Sections 2.07, 2.08 and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable 2.09 with respect to its participation in the Purchased Notes shall have been paid VFC Certificate (it being understood that amounts payable to any Participant under Section 2.09 will be limited as provided in fullSection 2.09 absent compliance by such participant with such Section). (d) The Purchaser may sell or assign the Purchased Note only Any VFC Certificateholder may, in accordance with the prior consent Sections 2.6 and 8.7 of the Loan Originator unless Supplement, at any time assign to one or more banks or financial institutions ("Assignees") all or any part of its Commitment; provided, however, that (i) such sale or assignment is unless assigned to an Affiliate of the PurchaserVFC Certificateholder, it assigns all of its Commitment or a portion of its Commitment in an amount not less than $5,000,000, (ii) after the assignment, the VFC Certificateholder and its Affiliates continue to hold at least $5,000,000 of Commitment or have reduced their Commitment to $0, (iii) any Assignee, other than an Affiliate of the VFC Certificateholder, must be reasonably acceptable to the Company and the Agent, (iv) if such Assignee is organized under the laws of a jurisdiction outside the United States of America, such Assignee shall satisfy the requirements of Section 2.09, or amounts payable to it under Section 2.09 shall be limited to amounts that would be payable such Assignee had complied with Section 2.09, and (v) any such assignment shall be subject to the prior written consent of the Company, which consent shall not be unreasonably delayed or withheld. In the event of any assignment, the VFC Certificateholder shall give notice to the Company and the Agent and shall deliver to the Agent, for acceptance and recording in its records, an assignment agreement substantially in the form of Exhibit A together with a processing and recordation fee of $3,500. Within five Business Days of receipt thereof, the Agent shall, if the assignment agreement has been fully executed by the Assignee, the assignor VFC Certificateholder and the Company, is completed and is in substantially the form of Exhibit A, execute the assignment agreement and record the information contained therein in its records. Upon the earlier of the expiration of the fifth Business Day after receipt or the date of such recording, the assignment will become effective. The Company, the Agent and the assignor VFC Certificateholder agree to extend the rights and benefits with respect to the Company under this Agreement to the Assignee to the extent the Assignee would have had if it were a VFC Certificateholder that was an original signatory to this Agreement; provided, that the Company shall be entitled to continue to deal solely and directly with the assignor VFC Certificateholder in connection with the interests so assigned to the Assignee until the assignment agreement and any required fee, as described above, shall have been delivered to the Company and the Agent by the VFC Certificateholder and the Assignee and the assignment shall have become effective. Upon the effective assignment of any Commitment, the VFC Certificateholder assigning such Commitment shall be relieved of its obligations hereunder to the extent of the assignment. (e) The sale or assignment occurs during of any Commitment to any Assignee or Participant (each, a "Transferee") shall not be effective until it has agreed to be bound by the continuance provisions of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSection 6.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerTransferor, NFC, the Depositor Administrative Agent, the Managing Agents and the Purchaser Purchasers party this Agreement and their respective permitted successors and assigns (including any subsequent holders of the Purchased NotesSeries 2012-VFN Note); provided, however, except as provided in clause (d) below, neither that the Issuer nor Transferor shall not have the Depositor shall have any right to assign their respective its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of each Managing Agent. The Administrative Agent and each Purchaser and Managing Agent agrees that, except as provided in subsection (b) and (c) of this Section 11.04, it shall not transfer the applicable Series 2012-VFN Note or any interest therein without the Transferor’s consent, unless such transfer (x) is to a Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Redemption Period. Without limiting the foregoing, a Conduit Purchaser or its Managing Agent (on its behalf) may, from time to time, with prior or concurrent notice to the Transferor and the Servicer, in one transaction or a series of transactions, assign all or a portion of its Series 2012-VFN Note and its rights and obligations under this Agreement to a RIC or a Committed Purchaser within its Purchaser Group. Upon and to the extent of such assignment to a RIC or Committed Purchaser, (i) the RIC or Committed Purchaser shall be the owner of the assigned portion of such Series 2012-VFN Note, (ii) in the case of a transfer to a RIC, such Managing Agent (or an Affiliate thereof) will act as Managing Agent for the RIC and the Administrative Agent shall act as Administrative Agent for the RIC, in each case, with all corresponding rights and powers, express or implied, granted herein to such Managing Agent or the Administrative Agent, as applicable, (iii) the RIC or Committed Purchaser, as applicable, and their Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the right to assign to another RIC or Committed Purchaser as provided in this paragraph), (iv) the RIC or Committed Purchaser, as applicable, shall assume all obligations, if any, of the assigning Conduit Purchaser under and in connection with this Agreement, and the assigning Conduit Purchaser shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Purchaser (if any) and the RIC or Committed Purchaser shall be several and not joint, (v) all distributions in respect of principal or interest shall be made to the assigning Conduit Purchaser and the RIC or Committed Purchaser, as applicable, on a pro rata basis according to their respective interests (or in the case of interest, the accrued amounts thereof), (vi) in the case of an assignment to a RIC, the Funding Rate used to calculate interest with respect to the portions of the Series 2012-VFN Note owned on behalf of the RIC and funded with commercial paper notes issued by the RIC from time to time shall be determined in the manner set forth in the definition of “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (rather than the assigning Conduit Purchaser), (vii) the defined terms and other terms and provisions of this Agreement and the other Series Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent may reasonably request to evidence and give effect to the foregoing. (b) Without the consent of the Transferor, each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement to any financial or other institution acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld). The parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Administrative Agent, and the Administrative Agent shall promptly notify the Transferor of such assignment. From and after the effective date of such Assignment and Acceptance, the assigning Committed Purchaser shall be relieved of its obligations hereunder to the extent so assigned. (c) Any Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), ) participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the a Purchaser of participating interests to a Participant, the such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the such Purchaser shall remain solely responsible for the performance thereof, and the Issuer Transferor, each Managing Agent and the Depositor Administrative Agent shall continue to deal solely and directly with the such Purchaser and shall have no obligations to deal with any Participant in connection with the such Purchaser’s rights and obligations under this Note Purchase Agreement. The Transferor also agrees that each Participant shall be entitled to the benefits of Article IX hereof; provided, however, that all amounts payable by the Transferor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (cd) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes Series 2012-VFN Note shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor Seller and the Purchaser and their respective permitted successors and assigns (including any subsequent holders of the Purchased Notes); providedwhether by merger, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law consolidation or otherwise) and assigns. Except as otherwise permitted herein, the Seller agrees that it will not assign or transfer all or any portion of its rights or obligations hereunder to any Person without the prior written consent of the PurchaserParent, the Purchaser and a Majority in Interest of each outstanding Series. In connection with any sale or assignment by the Purchaser of all or a portion of the Receivables and Seller Related Security, the buyer or assignee, as the case may be, shall, to the extent of its purchase or assignment, have all rights of the Purchaser under this Agreement (as if such buyer or assignee, as the case may be, were the Purchaser hereunder) except to the extent specifically provided in the agreement between the Purchaser and such buyer or assignee. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, Seller acknowledges that the Purchaser shall remain solely responsible assign to the Trust, as collateral security for the performance thereofPurchaser's obligations under the Pooling and Servicing Agreement, all of the Purchaser's rights, remedies, powers and privileges hereunder (including the Issuer and the Depositor shall continue right to deal solely and directly with give any notice which the Purchaser and may provide to the Seller hereunder), provided that the Purchaser shall have no not assign or delegate any of its duties or obligations hereunder to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase AgreementTrust. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable time, after the last Termination Date of any Series; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by the Purchased Notes Seller pursuant to Article III and the provisions of Article VI and Sections 4.03(h), 7.03, 7.04 and 7.12 shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent be continuing and shall survive any termination of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale this Agreement; and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, provided further that the Purchaser shall remain entitled to receive any collections on Receivables sold hereunder which have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originatorbecome Defaulted Receivables after it shall have completed its collection efforts in respect thereof.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor and Seller, the Purchaser Master Servicer, the Performance Guarantor, the Agent, the Lenders and their respective permitted successors and assigns permitted assigns. This Agreement and each Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including any subsequent holders including, without limitation, by way of the Purchased Notes)sale of participation interests therein) by each Lender and its successors and assigns; provided, however, except as provided in clause that (di) belowto the extent any assignee of a Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, neither the Issuer nor the Depositor commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of such Lender at the time of the applicable assignment and (ii) DZ Bank or any right of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. Without limiting the foregoing, the Conduit Lender (if the Conduit Lender is Autobahn) may, in its sole discretion and at any time, assign its rights, obligations (if any) and interests under this Agreement to the Committed Lender and, at or after such time, the Conduit Lender may, in its sole discretion, cease to be a Conduit Lender and a Lender under this Agreement upon providing notice of such cessation to the Borrower. No GWG Party may assign their respective any of its rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of each of the Purchaser. (b) Lenders and the Agent. The Purchaser parties to each assignment or participation made by any Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, each Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the ordinary course assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to such Lender by or on behalf of its business and in accordance with the Basic Documents and applicable lawGWG Parties, including applicable securities lawsthe Master Servicer or any other Person; provided, at any time sell to one or more Persons (eachhowever, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding that such Lender shall not disclose any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect terms mutually satisfactory to the Purchased Notes shall have been paid in fullAgent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor and Seller, the Purchaser Master Servicer, the Performance Guarantor, the Agent, the Lenders and their respective permitted successors and assigns permitted assigns. This Agreement and each Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including any subsequent holders including, without limitation, by way of the Purchased Notes)sale of participation interests therein) by each Lender and its successors and assigns; provided, however, except as provided in clause that (di) belowto the extent any assignee of a Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, neither the Issuer nor the Depositor commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of such Lender at the time of the applicable assignment and (ii) DZ Bank or any right of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. Without limiting the foregoing, the Conduit Lender (if the Conduit Lender is Autobahn) may, in its sole discretion and at any time, assign its rights, obligations (if any) and interests under this Agreement to the Committed Lender and, at or after such time, the Conduit Lender may, in its sole discretion, cease to be a Conduit Lender and a Lender under this Agreement upon providing notice of such cessation to the Borrower. No GWG Party may assign their respective any of its rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of each of the Purchaser. (b) Lenders and the Agent. The Purchaser parties to each assignment or participation made by any Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, each Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the ordinary course assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to such Lender by or on behalf of its business and in accordance with the Basic Documents and applicable lawGWG Parties, including applicable securities lawsthe Master Servicer or any other Person; provided, at any time sell to one or more Persons (eachhowever, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding that such Lender shall not disclose any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect terms mutually satisfactory to the Purchased Notes shall have been paid in full. (dAgent and such assignee or participant or proposed assignee or participant) The Purchaser may sell any information obtained which is not already publicly known or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreementavailable. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.63

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerSeller, the Depositor each Purchaser and the Purchaser Administrative Agent and their respective permitted successors and assigns permitted assigns. The Seller may not assign, transfer, hypothecate or otherwise convey any of its rights or obligations hereunder or interests herein without the express prior written consent of the Requisite Purchasers and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Seller without the prior express written consent of the Requisite Purchasers and the Administrative Agent shall be void. (b) The Seller hereby consents to any Purchaser’s assignment or pledge of, and/or sale of participations in, at any time or times after the Effective Date of the Related Documents, Capital Investment and any Commitment or of any portion thereof or interest therein, including any Purchaser’s rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not, made in accordance with this Section 12.02(b). Any assignment by a Purchaser shall (i) require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.02(b) or otherwise in form and substance satisfactory to the Administrative Agent, and acknowledged by, the Administrative Agent, a copy of which is delivered to the Seller, and other than in the case of an assignment by a Purchaser to one of its Affiliates, the written consent of the Administrative Agent and, only if and so long as no Termination Event has occurred and is continuing, the Seller (which consent shall not be unreasonably withheld or delayed); (ii) if a partial assignment, be in an amount at least equal to $5,000,000 and, after giving effect to any such partial assignment, the assigning Purchaser shall have retained Commitments in an amount at least equal to $5,000,000; (iii) require the delivery to the Seller and Administrative Agent by the assignee or participant, as the case may be, of any forms, certificates or other evidence with respect to United States tax withholding matters, and (iv) other than in the case of an assignment by a Purchaser to one of its Affiliates, include a payment to the Administrative Agent by the assignor or assignee Purchaser of an assignment fee of $3,500; and (v) any assignment by a Non-Funding Purchaser (including to any subsequent holders of the Purchased Notes); provided, however, except as provided in clause (dAffiliate thereof) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without require the prior written consent of the Administrative Agent. In the case of an assignment by a Purchaser under this Section 12.02, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Purchaser hereunder. The assigning Purchaser shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. The Seller hereby acknowledges and agrees that any assignment made in accordance with this Section 12.02(b) will give rise to a direct obligation of the Seller to the assignee and that the assignee shall thereupon be a “Purchaser” for all purposes. In all instances, each Purchaser’s obligation to make Purchases and maintain Capital Investment hereunder shall be several and not joint and shall be limited to such Purchaser’s Pro Rata Share of the applicable Commitment. Notwithstanding the foregoing provisions of this Section 12.02(b), any Purchaser may at any time pledge or assign all or any portion of such Purchaser’s rights under this Agreement and the other Related Documents to any Federal Reserve Bank or to any holder or trustee of such Purchaser’s securities; provided, however, that no such pledge or assignment to any Federal Reserve Bank, holder or trustee shall release such Purchaser from such Purchaser’s obligations hereunder or under any other Related Document and no such holder or trustee shall be entitled to enforce any rights of such Purchaser hereunder unless such holder or trustee becomes a Purchaser hereunder through execution of an Assignment Agreement as set forth above. (bc) The In addition to the foregoing right, any Purchaser may, in without notice to or consent from the ordinary course Administrative Agent or the Seller, (x) grant to a SPV that is administered by such Purchaser or is an Affiliate of such Purchaser the option to make all or any part of any Purchase that such Purchaser would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Purchaser to make such Loans hereunder); (y) assign to an SPV all or a portion of its business and in accordance with rights (but not its obligations) under the Basic Documents and applicable lawRelated Documents, including applicable securities lawsa sale of any Purchaser Interests, at Capital Investment or Seller Obligations hereunder and such Purchaser’s right to receive payment with respect to any time such Purchaser Interests, Capital Investment or Seller Obligations and (z) sell participations to one or more Persons (each, a “Participant”), participating interests in or to all or a portion of its rights and obligations under the Related Documents (including all its rights and obligations with respect to the Purchases and the Capital Investment); provided, however, that (x) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Purchases hereunder, and none shall be liable to any Person for any obligations of such Purchaser hereunder (it being understood that nothing in this Note Purchase Agreement. Notwithstanding Section 12.02(c) shall limit any rights the Purchaser may have as against such SPV or participant under the terms of the applicable option, sale or participation agreement between or among such parties); and (y) no such SPV or holder of any such participation shall be entitled to require such Purchaser to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Purchase in which such holder participates, and (ii) any release of all or substantially all of the Seller Collateral (other than in accordance with the terms of this Agreement or the other Related Documents). Solely for purposes of Sections 2.08, 2.09, 2.10, and 10.01, Seller acknowledges and agrees that each such sale by the Purchaser of participating interests or participation shall give rise to a Participantdirect obligation of the Seller to the participant or SPV and each such participant or SPV shall be considered to be a “Purchaser” for purposes of such sections. Except as set forth in the preceding sentence, the such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereofobligations, and the Issuer rights and obligations of the other Purchasers and the Depositor Administrative Agent towards such Purchaser under any Related Document shall remain unchanged and none of the Seller, the Administrative Agent or any Purchaser (other than the Purchaser selling a participation or assignment to an SPV) shall have any duty to any participant or SPV and may continue to deal solely and directly with the assigning or selling Purchaser and shall have as if no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in fullassignment or sale had occurred. (d) Except as expressly provided in this Section 12.02, no Purchaser shall, as between the Seller and that Purchaser, or between the Administrative Agent and that Purchaser, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Purchaser Interests, the Capital Investment or Seller Obligations owed to such Purchaser. (e) The Seller shall assist any Purchaser permitted to sell assignments or participations under this Section 12.02 as reasonably required to enable the assigning or selling Purchaser to effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be reasonably requested and the participation of management in meetings with potential assignees or participants. The Seller shall, if the Administrative Agent so requests in connection with an initial syndication of the Commitments hereunder, assist in the preparation of informational materials for such syndication. (f) A Purchaser may sell furnish any information concerning the Seller, the Originator, the Servicer and/or the Receivables in the possession of such Purchaser from time to time to assignees and participants (including prospective assignees and participants). Each Purchaser shall obtain from all prospective and actual assignees or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is participants confidentiality covenants substantially equivalent to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty those contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSection 12.05.

Binding Effect; Assignability. (a) This Note Certificate Purchase Agreement shall be binding upon and inure to the benefit of the IssuerTrust, the Depositor and the Purchaser and their respective permitted successors and assigns (including any subsequent holders of the Purchased NotesCertificates); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser.; (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “"Participant”"), participating interests in all or a portion of its rights and obligations under this Note Certificate Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s 's rights and obligations under this Note Certificate Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer Trust and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s 's rights and obligations under this Note Certificate Purchase Agreement. Each of the Trust and the Depositor also agrees that each Participant shall be entitled to the benefits of Article IX hereof; provided, however, that all amounts payable by the Trust or the Depositor to the Participant shall be limited to the amounts which would have been payable directly to the Purchaser with respect to such participating interest had the Purchaser, rather than the participant, held such participating interest. (c) This Note Certificate Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes Certificates shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, Seller, the Depositor and the Note Purchaser Agent, New Note Purchasers and their respective permitted successors and assigns (including any subsequent holders of the Purchased NotesNew Note in accordance with Section 11.04(d)); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor Seller shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the PurchaserNote Purchaser Agent. The Issuing Bank shall be an express third-party beneficiary of this Agreement, entitled to exercise rights (but without obligations, except as to any obligations that the Issuing Bank may have as an Indemnified Party under Article IX) under this Agreement in the same manner as if it were a party hereto. (b) The Purchaser Any Investor or Liquidity Bank may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the any New Note Purchaser of participating interests to a Participant, the such New Note Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the such New Note Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor Seller shall continue to deal solely and directly with the such New Note Purchaser and shall have no obligations to deal with any Participant in connection with the such New Note Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. At any time, if the Collateral is liquidated, the Notes are paid or extinguished, the Aggregate L/C Amount has been reduced to zero and the obligations of the New Note Purchaser to acquire Incremental Note Balances and to cause Letters of Credit to be issued hereunder is terminated, the Basic Documents (including this Agreement) shall terminate except as otherwise provided in Section 11.10. (d) The Any New Note Purchaser may sell or assign the Purchased all or a portion of its Note and other rights and obligations under this Agreement, including any related Liquidity Bank Commitment only with the prior consent of the Loan Originator Seller unless (i) such sale or assignment is to an Affiliate of the Purchaser, Eligible Assignee or (ii) such sale or assignment occurs during following the continuance occurrence of an Event of Default; provided, however, that this Section 11.04(d) shall not limit any New Note Purchaser’s right to (i) transfer its interest in its Note in the form of a Trigger Event participation of an interest in its Note to a Participant pursuant to Section 11.04(b), (ii) pledge or grant a security interest in its Note or its rights under this Agreement, any other Basic Document or its Asset Purchase Agreement to secure an indebtedness or other obligations of such New Note Purchaser (including, without limitation, obligations to any Federal Reserve Bank), (iii) transfer its Note pursuant to a repurchase agreement or similar arrangement or (iv) if such assignor is an Investor, assign all or part of its rights and obligations herein (including ownership of all or a part of its Note), including, without limitation, to a Liquidity Bank pursuant to the Sale Asset Purchase Agreement; provided, that such Investor shall notify the Note Purchaser Agent and Servicing the Seller of any such assignment. (e) Notwithstanding Section 11.04(d), each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Liquidity Bank Commitment and its Note or interests therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) all of the assigning Liquidity Bank’s Liquidity Bank Commitment, (iii) the Depositor parties to each such assignment shall execute and deliver to the Note Purchaser Agent, for its acceptance and recording, an Assignment and Acceptance, together with a processing and recordation fee of $2,500, and (iv) concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under the Asset Purchase Agreement (or, if such assignor Liquidity Bank is Citibank, it shall arrange for such assignee Liquidity Bank or other Eligible Assignee to become a party to the Asset Purchase Agreement for a maximum principal amount equal to the assignee’s Liquidity Bank Commitment). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Liquidity Bank hereunder and (y) the assigning Liquidity Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the Loan Originator breaches remaining portion of an assigning Liquidity Bank’s rights and obligations under this Agreement, such Liquidity Bank shall cease to be a representation party hereto). (f) In the event that New Note Purchaser sells any participation or warranty contained assigns or transfers any interest in the Sale Note, (x) each Participant, successor or assign (other than a Federal Reserve Bank) shall agree to make the representations and Servicing Agreement. In addition, warranties in Section 6.01(c) of this Agreement and (y) such New Note Purchaser or the Note Purchaser Agent on behalf of such New Note Purchaser shall have provide the right to sell Seller with notice of any such assignment or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originatortransfer.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be ----------------------------- binding upon and inure to the benefit of the IssuerSeller, the Depositor and Servicer, the Purchaser Purchaser, the Operating Agent and their respective permitted successors and assigns (including any subsequent holders of assigns. Neither the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer Seller nor the Depositor shall have Servicer may assign any right to assign of their respective rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) , the Collateral Agent and the Operating Agent and unless each Rating Agency shall have confirmed in writing to the Purchaser and the Operating Agent that such assignment would not result in a withdrawal or reduction of the then current rating by such Rating Agency of the Commercial Paper. The Purchaser Purchaser, the Collateral Agent and the Operating Agent may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time, without the consent of the Seller, the Originator or the Servicer, assign any of their respective rights and obligations hereunder or interest herein to any Affiliate of GE Capital or any party to any Program Document. Any such assignee may further assign at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreementhereunder or interests herein to any other Affiliate of GE Capital or any party to any Program Document without the consent of the Seller, any Originator or the Servicer. Notwithstanding any such sale by the Purchaser of participating interests to a ParticipantOtherwise, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, Collateral Agent and the Issuer and Operating Agent may not assign any of their rights hereunder or their interests herein without the Depositor shall continue to deal solely and directly with prior written consent of the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) Seller. This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable its termination; provided, that the -------- rights and remedies with respect to any breach of any representation and warranty made by the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor Seller or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Servicer pursuant to a repurchase, financing or similar transaction without Article IV and the consent indemnification and payment provisions of the Loan OriginatorArticle XII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be ----------------------------- binding upon and inure to the benefit of the IssuerBorrower, the Depositor and Agent, the Purchaser Lender and their respective permitted successors and assigns permitted assigns. This Agreement and the Lender's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including any subsequent holders by way of the Purchased Notes); provided, however, except as provided in clause (dsale of participation interests therein) below, neither by the Issuer Lender and its successors and assigns. Neither the Borrower nor the Depositor shall have Servicer may assign any right to assign their respective of its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) Lender and the Agent. The Purchaser parties to each assignment or participation made pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and ------------ recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. The Lender may, in ------------ connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the ordinary course of its business and in accordance with assignee or ------------ participant or proposed assignee or participant any information relating to the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, Borrower and the Issuer and Pledged Assets furnished to the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation Lender by or on behalf of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor Borrower or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorServicer.

Binding Effect; Assignability. (a) This Note Purchase Agreement ----------------------------- shall be binding upon and inure to the benefit of the IssuerSeller, the Depositor Servicer, the Purchaser, the Operating Agent and the Purchaser Collateral Agent and their respective permitted successors and assigns (including any subsequent holders of permitted assigns. Neither the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer Seller nor the Depositor shall have Servicer may assign, transfer, hypothecate or otherwise convey any right to assign of their respective rights or obligations hereunder or interest interests herein (by operation of law or otherwise) without the express prior written consent of the Purchaser. (b) , the Operating Agent and the Collateral Agent and unless the Rating Agency Condition shall have been satisfied with respect to any such assignment. Any such purported assignment, transfer, hypothecation or other conveyance by the Seller or the Servicer without the prior express written consent of the Purchaser, the Operating Agent and the Collateral Agent shall be void. The Purchaser Purchaser, the Operating Agent or the Collateral Agent may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (eachtime, a “Participant”), participating interests in all or a portion assign any of its rights and obligations under this Note Purchase Agreement. Notwithstanding hereunder or interests herein to any Person and any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s assignee may further assign at any time its rights and obligations under this Note Purchase Agreement shall remain unchanged, hereunder or interests herein (including any rights it may have in and to the Purchaser shall remain solely responsible for the performance thereof, Transferred Receivables and the Issuer Seller Collateral and the Depositor shall continue any rights it may have to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant exercise remedies hereunder), in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction each case without the consent of the Loan CGS Originator, the Seller or the Servicer. The Seller acknowledges and agrees that, upon any such assignment, the assignee thereof may enforce directly, without joinder of the Purchaser, all of the obligations of the Seller hereunder.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of each of the IssuerSellers, the Depositor and the Purchaser Buyer and their respective permitted successors and assigns (including any subsequent holders of the Purchased Notes)assigns; provided, however, except as provided in clause (d) below, neither that the Issuer nor the Depositor shall have any right to Sellers may not assign their respective rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the PurchaserBuyer, or as provided in the next sentence and any attempted assignment shall be null and void. In connection with any sale or assignment by the Buyer of all or a portion of the Transferred Mortgage Assets, the buyer or assignee (including Fannie Mae, Freddie Mac or any other Approved Take-Out Investor ox xxxxr xxrcxxxxx xo whom rights under this Agreement may be assigned but only with respect to an assignment made following and during the continuance of an Event of Default), as the case may be, shall, to the extent specifically provided in connection with its purchase or assignment, under a master agreement or otherwise (in the case of Mortgage Loans delivered to Fannie Mae), have all rights and remedies of the Buyer under this Xxxxxment (as if such buyer or assignee, as the case may be, were the Buyer hereunder) and without limitation of the foregoing, all representations and warranties (including Fannie Mae Representations and Warranties in the case of Mortgage Xxxxx xxxivered to Fannie Mae) made by each of the Sellers to Buyer shall be directlx xxxxrceable by such buyer or assignee, except to the extent specifically provided in the agreement between the Buyer and such buyer or assignee, as the case may be. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as time, after the Termination Date, when all amounts payable of the Obligations are paid in full; provided, however, that rights and remedies with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent any breach of any representation and warranty made by each of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Sellers pursuant to a repurchase, financing or similar transaction without Article IV and the consent provisions of the Loan OriginatorArticle VIII and Sections 9.04 and 9.05 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement ----------------------------- shall be binding upon and inure to the benefit of the IssuerSeller, the Depositor and Servicer, the Deal Agent, the Purchaser and their respective permitted successors and permitted assigns (including any subsequent holders which successors of the Purchased NotesSeller shall include a trustee in bankruptcy); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time time, after the Termination Date, as all amounts payable the Collection Date shall occur; provided, however, that the rights and remedies with respect to any breach of -------- ------- any representation and warranty made by the Purchased Notes Seller pursuant to Article IV and ---------- the indemnification and payment provisions of Sections 2.08, 2.09 and 2.11, ------------- ---- ---- Article IX and Article X shall have been paid be continuing and shall survive any termination ---------- --------- of this Agreement for one year. (b) The Seller may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Deal Agent. (c) The Purchaser may, without the consent of the Seller, assign at any time all of its rights and obligations hereunder and interest herein to any Person, except that if such Person is not FNBB, or any other Affiliate of FNBB, the Purchaser shall be required to acquire the prior written consent of the Deal Agent and the Seller to any such assignment. Any permitted assignee of the Purchaser as described in fullthe preceding sentence may further assign at any time its rights and obligations hereunder or interests herein with the consent of the Deal Agent and the Seller to the extent required in the preceding sentence. Upon any such assignment, the assignee shall succeed to and become vested with all the rights, powers, privileges and duties of the Purchaser, and the resigning Purchaser shall be discharged from its duties and obligations as Purchaser hereunder. The Seller and the Servicer agree to execute or obtain such other documentation as may be reasonably requested by the assigning Purchaser in order to effectuate such assignment. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is At any time and from time to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In additiontime, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchasemay, financing or similar transaction without the consent of the Loan OriginatorSeller, assign all or a portion of its interests in Purchased Interests and Equipment Collateral hereunder, and all or a portion of its interests under the Facility Documents, to any or all of the Liquidity Providers or the Supplemental Enhancement Providers, and each of the Seller and the Servicer hereby acknowledge and agree that the obligations of the Purchaser to any such Liquidity Providers or Supplemental Enhancement Providers may from time to time be secured by an assignment by the Purchaser of its interests in Purchased Interests and Equipment Collateral hereunder, and under the Facility Documents. The Liquidity Providers and the Supplemental Enhancement Providers, or any agents therefor, shall also be entitled to sell their interests (or portions thereof) to other Liquidity Providers and Supplemental Enhancement Providers, or to any other Persons in connection with the enforcement of any of the above-described security interests granted to the Liquidity Providers and/or the Supplemental Enhancement Providers by the Purchaser. The Purchaser, the Liquidity Provider or the Supplemental Enhancement Provider making any such assignment shall provide notice to the Seller of any assignment hereunder or thereunder.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the Purchaser each party hereto and their respective permitted successors and assigns (including any subsequent holders Holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Contributor or the Issuer nor the Depositor shall have any the right to assign their respective its rights or any claims hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser). (b) Each Financial Institution may at any time and from time to time assign to one or more Persons (each a “Purchasing Financial Institution”) all or any part of its rights and obligations under this Agreement and the related Liquidity Agreement pursuant to an assignment agreement, in form and substance satisfactory to the Lender Group Agents (the “Assignment Agreement”), executed by such Purchasing Financial Institution and such selling Financial Institution, provided, however, that, prior to the occurrence of a Termination Event or a downgrade of the credit rating of any CP Issuing Purchaser’s Commercial Paper in effect on the Restatement Date, the Contributor shall have consented (which consent may not be unreasonably withheld or delayed) to any assignments to Purchasing Financial Institutions other than Lender Group affiliates. Upon delivery of the executed Assignment Agreement to the Administrative Agent, such selling Financing Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Issuer, the Contributor, any Purchaser, the Purchasing Financial Institution or the Agents shall be required. (c) The Purchaser Initial Purchasers and the Financial Institutions may, in the ordinary course of its their respective business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its their respective rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the any Purchaser or Financial Institution of participating interests to a Participant, the Purchasersuch person’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser Purchasers and the Financial Institutions shall remain solely responsible for the performance thereof, and the Issuer and the Depositor Contributor shall continue to deal solely and directly with the Purchaser Purchasers and shall have no obligations to deal with any Participant the Financial Institutions in connection with the Purchaser’s Purchasers’ and the Financial Institutions’ rights and obligations under this Note Purchase Agreement. Each of the Issuer and the Contributor also agrees that each Participant shall be entitled to the benefits of Article VIII hereof; provided, however, that all amounts payable by the Contributor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser or the Financial Institutions selling such participating interest had such interest not been sold. (cd) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time (i) as all amounts payable with respect to the Purchased Notes shall have been indefeasibly paid in full and (ii) all amounts owed to the Agents, the Purchasers and the Financial Institutions under this Agreement, the Indenture and each other Transaction Document shall have been indefeasibly paid in full. (d) The Purchaser may sell or assign ; provided, however, that the Purchased Note only rights and remedies with respect to any breach of representations and warranties made by the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor Issuer or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Contributor pursuant to a repurchaseArticle V hereof and the rights, financing or similar transaction without the consent remedies and provisions of the Loan OriginatorSections 2.05, 7.01, 7.02, Article VIII, and Sections 9.06, 9.11, 9.12 and 9.13 shall be continuing and survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon each of the Seller, CNAI, the Agent, the Owners and their respective successors and permitted assigns, and shall inure to the benefit of the IssuerSeller, CNAI, Citibank, the Depositor Agent, the Owners and the Purchaser any other Affected Persons and their respective permitted successors and assigns (including permitted assigns. Neither the Seller nor any subsequent holders Owner may assign any of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. Agent, except that an Owner may assign its rights and obligations hereunder and its interest herein to any other Owner or any Affiliate of CNAI without such consent. Each Owner and each permitted assignee of an Owner may assign its rights and obligations hereunder or interest herein to (a) any other Owner or any Affiliate of CNAI without the consent of the Seller and (b) to any other Person with the prior written consent of the Seller, which consent shall not be unreasonably withheld. The Purchaser mayAgent may assign at any time its rights and obligations hereunder and interests herein without the consent of the Owners or the Seller unless the applicable assignee is not an Affiliate of CNAI, in which case such assignment shall require the ordinary course prior written consent of the Seller, which consent shall not be unreasonably withheld. Furthermore, each Owner and its business and in accordance with the Basic Documents and applicable law, including applicable securities lawspermitted assigns may, at any time time, without the consent of the Seller, sell to one or more Persons (each, a “Participant”), participating undivided participation interests in all or a portion any of its rights rights, obligations and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant(including, without limitation, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (cEligible Assets) hereunder. This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable time, after the Termination Date until the Collection Date; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Seller pursuant to a repurchaseArticle IV, financing or similar transaction without and the consent indemnification and payment provisions of the Loan OriginatorArticles VIII, X and XI, and Sections 2.11, 2.12 and 2.13, shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerSeller, the Depositor and Servicer, the Purchaser Agent, the Owners and their respective permitted successors and assigns permitted assigns. This Agreement and each Owner's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including any subsequent holders by way of the Purchased Notes)sale of participation interests therein) by such Owner and its successors and assigns; provided, however, except that the Purchaser may only assign its rights and obligations as provided the "Purchaser" hereunder (as distinguished from its rights and obligations as an "Owner" hereunder), in clause (d) belowwhole, neither to another Issuer acceptable to the Issuer Purchaser, and, upon such assignment, such assigning Purchaser shall cease to be the Purchaser hereunder. Neither the Seller nor the Depositor shall have Servicer may assign any right to assign their respective of its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) Owners and the Agent. The parties to each assignment or participation made pursuant to this Section 10.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Seller, and which shall provide that the parties thereto agree to be bound by Section 10.12 of this Agreement. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Seller of any assignment or participation thereof made pursuant to this Section 10.04. The Purchaser or any Owner may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 10.04, disclose to the ordinary course assignee or participant or proposed assignee or participant who agrees to abide by the provisions of Section 10.12 any information relating to the Seller and the Percentage Interests furnished to such Owner by or on behalf of the Seller or the Servicer. Notwithstanding the fact that the Purchaser or any Owner, as a result of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in having assigned all or a portion of its rights remaining rights, interests, duties and obligations under this Note Purchase Agreement. Notwithstanding any such sale by hereunder, shall cease to be the Purchaser of participating interests to a Participantor an Owner for purposes hereof, such assigning Purchaser or Owner, as the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchangedcase may be, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely be entitled to all rights of indemnity and directly with reimbursement from the Purchaser and shall have no obligations to deal with Seller under this Agreement for any Participant indemnifiable or reimbursable costs, expenses or liabilities incurred or arising out or in connection with such Person's acting as the Purchaser’s rights and obligations Purchaser or an Owner under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon each of and inure to the benefit of the IssuerTransferor, the Depositor and Servicer, the Purchaser Administrative Agent, the Owners and their respective permitted successors and assigns permitted assigns. (including b) Neither the Transferor nor the Servicer may assign any subsequent holders of its rights and obligations hereunder or any interest herein without the prior written consent of the Purchased Notes)Required Owners and the Administrative Agent. (c) An Owner may, at any time, subject to the terms and conditions hereinafter set forth and the terms and conditions of the Supplement, (i) without the consent of the Transferor, assign, or grant undivided participation interests in, any or all of its rights and obligations hereunder or under the Certificates to the Purchaser, any Liquidity Provider, any Enhancement Provider or First Union Securities and (ii) with the prior written consent of the Transferor, such consent not to be unreasonably withheld, assign, or grant undivided participation interests in, any or all of its rights and obligations hereunder or under the Certificates to any other Person; provided, however, except as provided in clause that (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwiseA) without the prior written consent of the Transferor, such consent not to be unreasonably withheld, no participant (other than the Purchaser. , a Liquidity Provider, any Enhancement Provider or First Union Securities) or Affected Party claiming through a participant (bother than the Purchaser, a Liquidity Provider, an Enhancement Provider or First Union Securities) The Purchaser mayshall be entitled to receive any payment pursuant to Sections 2.07, 2.08, 2.09 or 9.02 in excess of the amount that the Owner granting such participation interest would have been entitled to receive had such participation interest not been sold to such participant; (B) in the ordinary course case of its business any transfer by sale, assignment or participation, the transferee as a condition of transfer shall be subject to compliance with Sections 2.09(e) and in accordance with (f) hereof; (C) the Basic Documents and applicable law, including applicable securities laws, aggregate number of Owners at any time sell shall not exceed [*] (excluding, if applicable, any Federal Reserve Bank to one which a pledge is made); and (D) no assignment or more Persons (eachparticipation hereunder shall be effective unless the Administrative Agent shall have first consented thereto in writing, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible consent being required for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly purpose of assuring compliance with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under requirements of this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell Section. Any assignment or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance grant of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note participation interest by an Owner pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originatorthis Section *Confidential treatment requested.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be ----------------------------- binding upon and inure to the benefit of each of the IssuerOriginating Parties, the Depositor and the Purchaser Buyer and their respective permitted successors and permitted assigns (including any subsequent holders which successors of the Purchased NotesOriginating Parties shall include a trustee in bankruptcy); provided, however, except as provided in clause (d) below, neither . Neither of the Issuer nor the Depositor Originating Parties shall have assign any right to assign of their respective rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) The Purchaser mayBuyer and the Deal Agent. Each Originating Party acknowledges that the Buyer shall assign to the Deal Agent, for the benefit of EFCC, all of its rights, remedies, powers and privileges hereunder and that EFCC may further assign such rights, remedies, powers and privileges to the extent permitted in the ordinary course EFCC Agreement. Each Originating Party agrees that the Deal Agent, as the assignee of its business the Buyer, shall, subject to the terms of the EFCC Agreement, have the right to enforce this Agreement and in accordance to exercise directly all of the Buyer's rights and remedies under this Agreement (including, without limitation, the rights and remedies under Sections 6.01, 6.02, 7.01 and 7.02, and each Originating Party agrees to ------------- ---- ---- ---- cooperate fully with the Basic Documents Deal Agent and applicable lawthe Servicer in the exercise of such rights and remedies. Without limitation by the foregoing, including applicable securities lawseach Originating Party hereby acknowledges that the Buyer and the Servicer have agreed pursuant to the EFCC Agreement and certain related agreements that, subject to the restrictions set forth therein, the Deal Agent, and certain parties providing liquidity and credit enhancement in connection with the EFCC Agreement, shall be entitled to exercise the Buyer's rights under this Agreement. Each Originating Party hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise the Buyer's rights under this Agreement. The Buyer may assign at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreementhereunder and interests herein to any other Person without the consent of either of the Originating Parties. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and terms which shall remain in full force and effect until such time as all amounts payable this Agreement shall terminate; provided, however, -------- ------- that the rights and remedies with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent any breach of the Loan Originator unless (i) such sale or assignment is to any representation and warranty made by an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Originating Party pursuant to a repurchase, financing or similar transaction without Article IV and the consent indemnification and payment provisions of the Loan OriginatorArticle VII and Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor each Lender, each Managing Agent, each Administrator and the Purchaser Administrative Agent and their respective permitted successors and assigns (including permitted assigns. The Borrower may not assign, transfer, hypothecate or otherwise convey any subsequent holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective its rights or obligations hereunder or interest interests herein (by operation of law or otherwise) without the express prior written consent of the PurchaserRequisite Lenders. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders shall be void. The parties hereto acknowledge and agree that, to the extent the terms and provisions of any Intercreditor Agreement are inconsistent with the terms and provisions of this Agreement or the Sale Agreement, the terms and provisions of such Intercreditor Agreement shall control. Each of the Lenders, Managing Agents, Administrators and the Administrative Agent agrees not to transfer any interest it may have in the Related Documents unless the applicable transferee has been notified of the existence of each Intercreditor Agreement and has agreed to be bound thereby. (b) The Purchaser mayBorrower hereby consents to any Lender’s assignment or pledge of, in the ordinary course and/or sale of its business and in accordance with the Basic Documents and applicable law, including applicable securities lawsparticipations in, at any time sell to one or more Persons (eachtimes after the Effective Date of the Related Documents, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereofAdvances, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the PurchaserCommitment or of any portion thereof or interest therein, including any Lender’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not, made in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.this Section 12.02

Binding Effect; Assignability. (a) This Note Certificate Purchase ----------------------------- Agreement shall be binding upon and inure to the benefit of the IssuerSeller, NFC, the Depositor Administrative Agent and the Purchaser Purchasers party this Agreement and their respective permitted successors and assigns (including any subsequent holders of the Purchased NotesSeries 2000-VFC Certificates); provided, however, except as provided in clause (d) below, neither that the Issuer nor Seller shall not have -------- ------- the Depositor shall have any right to assign their respective its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Administrative Agent. The Administrative Agent agrees that it shall not transfer a Series 2000-VFC Certificate without the Seller's consent, unless such transfer (x) is to a Purchaser. , (by) The is to a RIC or (z) occurs after the commencement of the Early Amortization Period. Without limiting the foregoing, the Administrative Agent on behalf of the Conduit Purchaser may, from time to time, with prior or concurrent notice to the Seller and the Servicer, in the ordinary course one transaction or a series of its business and in accordance with the Basic Documents and applicable lawtransactions, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in assign all or a portion of a Series 2000-VFC Certificate and its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests Agreement to a ParticipantRIC. Upon and to the extent of such assignment to a RIC, (i) the RIC shall be the owner of the assigned portion of the Series 2000- VFC Certificate, (ii) Bank of America (or an Affiliate thereof) will act as Administrative Agent for the RIC as well as for the assigning Conduit Purchaser’s , with all corresponding rights and obligations under this Note Purchase Agreement powers, express or implied, granted herein to the Administrative Agent, (iii) the RIC and its Program Support Providers and other related parties shall remain unchangedhave the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser shall remain solely responsible for or related parties, any agreement not to file or join in the performance thereoffiling of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the Issuer right to assign to another RIC as provided in this paragraph), (iv) the RIC shall assume all obligations, if any, of the assigning Conduit Purchaser under and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Certificate Purchase Agreement. (c) This Note Purchase Agreement , and the assigning Conduit Purchaser shall create be released from such obligations, in each case to the extent of such assignment, and constitute the continuing obligation obligations of the parties hereto assigning Conduit Purchaser (if any) and the RIC shall be several and not joint, (v) all distributions in accordance with its termsrespect of principal or interest shall be made to the assigning Conduit Purchaser and the RIC, and shall remain on a pro rata basis according to their respective interests (or in full force and effect until such time as all the case of interest, the accrued amounts payable thereof), (vi) the Funding Rate used to calculate the interest with respect to the Purchased Notes portions of the Series 2000-VFC Certificates owned on behalf of the RIC and funded with commercial paper notes issued by the RIC from time to time shall have been paid be determined in full. the manner set forth in the definition of "CP Rate" on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (drather than the assigning Conduit Purchaser), (vii) The Purchaser may sell or assign the Purchased Note only defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the prior consent of foregoing, and (viii) if requested by the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In additionAdministrative Agent, the Purchaser shall have parties will execute and deliver such further agreements and documents and take such other actions as the right Administrative Agent may reasonably request to sell or finance evidence and give effect to the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originatorforegoing.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the Purchaser parties to this Agreement and their respective permitted successors and assigns (including any subsequent holders Holders of the Purchased Series 2010-1 Notes)) subject, in the case of the Administrative Agent and the Managing Agents, to Section 11.06; provided, however, except as provided in clause (d) below, that neither the Issuer RCFC nor the Depositor DTAG shall have any the right to assign their respective its rights hereunder or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of the PurchaserManaging Agents; provided, that nothing herein shall prevent RCFC from assigning its rights to the Trustee under the Base Indenture and the Series 2010-1 Supplement; provided, further, that none of the Purchaser Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under this Section 12.04. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement. (b) With the consent of RCFC (which consent will not be unreasonably withheld, conditioned or delayed), each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement, the Series 2010-1 Notes and any other Related Documents to any financial institution; provided, that the consent of RCFC to any such assignment shall not be required (i) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2010-1 Notes or (ii) if the applicable assignee is an Affiliate of the assigning Committed Purchaser that is a financial institution; provided that, no Committed Purchaser shall be permitted to assign any of its rights or obligations under this Agreement and the related Series 2010-1 Notes to any Ineligible Assignee/Participant. The parties to each such permitted assignment shall execute and deliver an Assignment and Assumption Agreement to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). From and after the effective date of such Assignment and Assumption Agreement, the assigning Committed Purchaser shall be relieved of its rights and obligations hereunder to the extent so assigned. (c) Each Conduit Purchaser party to this Agreement may assign all or a portion of the Series 2010-1 Invested Amount with respect to such Conduit Purchaser and its rights and obligations under this Agreement, the Series 2010-1 Notes and any other Related Documents to which it is a party (or otherwise to which it has rights) to a Conduit Assignee with respect to such Conduit Purchaser without the prior written consent of RCFC. The parties to each such permitted assignment shall execute and deliver an Assignment and Assumption Agreement to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). Upon such assignment by a Conduit Purchaser to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the Series 2010-1 Invested Amount or such portion thereof with respect to such Conduit Purchaser, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Managing Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to Managing Agents hereunder or under the other Related Documents, including serving as Holder of the Series 2010-1 Note corresponding to the portion of the Series 2010-1 Invested Amount so assigned, (iii) such Conduit Assignee shall assume all of such Conduit Purchaser’s obligations, if any, and shall have the benefit of all the rights and protections provided to such Conduit Purchaser, in each case, hereunder, under the Series 2000-0 Xxxxxxxxx and under any other Related Document with respect to such portion of the Series 2010-1 Invested Amount, and such Conduit Purchaser shall be released from such obligations and no longer have the benefit of such rights and protections (except such rights and protections that by their terms survive such assignment), (iv) all distributions in respect of the Series 2010-1 Invested Amount or such portion thereof with respect to such Conduit Purchaser shall be made to the applicable Managing Agent on behalf of such Conduit Assignee, and (v) if requested by the Managing Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Managing Agent may reasonably request to evidence and give effect to the foregoing. No assignment by any Conduit Purchaser to a Conduit Assignee of all or any portion of the Series 2010-1 Invested Amount with respect to such Conduit Purchaser shall in any way diminish the obligation of the Committed Purchasers in the same Ownership Group as such Conduit Purchaser to fund any Increase not funded by such Conduit Purchaser or such Conduit Assignee. (d) Any Conduit Purchaser and the Committed Purchaser with respect to such Conduit Purchaser may at any time sell all or any part (but the same percentage) of their respective rights and obligations under this Agreement and the Series 2010-1 Notes, with the prior written consent of RCFC (which consent will not be unreasonably withheld, conditioned or delayed), to a multi-seller commercial paper conduit, whose commercial paper has ratings of at least “A-2” from Standard & Poor’s and “P2” from Moody’s and one or more financial institutions providing support to such multi-seller commercial paper conduit (an “Acquiring Ownership Group”) pursuant to an Addendum, executed by such Acquiring Ownership Group, the Managing Agent with respect to such Acquiring Ownership Group (including the Conduit Purchaser and the Committed Purchasers with respect to such Ownership Group), such assigning Conduit Purchaser and the Committed Purchasers with respect to such Conduit Purchaser, the Managing Agent with respect to such assigning Conduit Purchaser and Committed Purchasers and RCFC and delivered to the Administrative Agent; provided that the consent of RCFC to any such assignment shall not be required after the occurrence and during the continuance of an Amortization Event with respect to the Series 2010-1 Notes and; provided, further, that it shall not be considered unreasonable for RCFC to withhold its consent to an assignment to a potential Acquiring Ownership Group if the affiliated commercial paper conduit has ratings of at least “A-2” from Standard & Poor’s and “P2” from Moody’s but does not have ratings of at least “A-1” from Standard & Poor’s and “Pl” from Moody’s and such assignment would result in a material increase in RCFC’s costs of financing with respect to the applicable Series 2010-1 Notes. (e) Notwithstanding any other provision set forth in this Agreement, each Conduit Purchaser may at any time grant to one or more Program Support Providers (or to its related Committed Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or to its related Committed Purchaser), such Conduit Purchaser’s interests in the Series 2010-1 Invested Amount made hereunder and such Program Support Provider (or such Committed Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits in respect of the Series 2010-1 Invested Amount granted to such Conduit Purchaser under this Agreement. (f) Notwithstanding any other provision set forth in this Agreement, each Conduit Purchaser may at any time, without the consent of RCFC, transfer and assign all or a portion of its rights and obligations in the Series 2010-1 Notes (and its rights and obligations hereunder and under the Related Documents) to its related Committed Purchaser. Furthermore, each Conduit Purchaser may at any time grant a security interest in and lien on all or any portion of its interests under this Agreement, the Series 2010-1 Notes and all Related Documents to (i) its related Committed Purchaser, (ii) its Managing Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy, for such Conduit Purchaser relating to such Conduit Purchaser’s Commercial Paper or the Series 2010-1 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Purchasers, including without limitation, an insurance policy relating to such Conduit Purchaser’s Commercial Paper or the Series 2010-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its rights and obligations in respect of the Series 2010-1 Notes to its related Committed Purchaser. Notwithstanding any other provisions set forth in this Agreement, each Committed Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, the Series 2010-1 Notes and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity. No assignment by any Conduit Purchaser to any of the foregoing Persons of all or any portion of its interest in the Series 2010-1 Invested Amount or Series 2010-1 Notes with respect to such Conduit Purchaser shall in any way diminish the obligation of the Committed Purchasers in the same Ownership Group as such Conduit Purchaser to fund any Increase not funded by such Conduit Purchaser or such other Persons. (g) Any Committed Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), ) participating interests in all or a portion of its rights and obligations under this Note Purchase AgreementAgreement and the Series 2010-1 Notes pursuant to documentation in form and substance satisfactory to such Committed Purchaser and the related Participant; provided that, no Committed Purchaser shall be permitted to sell any participating interest in all or any portion of its rights or obligations under this Agreement and the related Series 2010-1 Notes to any Ineligible Assignee/Participant. Notwithstanding any such sale by the a Committed Purchaser of a participating interests interest to a Participant, the (i)(x) such Committed Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the (y) such Committed Purchaser shall remain solely responsible for the performance thereof, and (z) RCFC, the Issuer Administrative Agent and the Depositor other parties hereto shall continue to deal solely and directly with the such Committed Purchaser and shall have no obligations to deal with any Participant in connection with this Agreement and (ii) no Committed Purchaser shall sell any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement, the Base Indenture, the Series 2010-1 Supplement or any Related Document, except to the extent that the approval of such amendment, consent or waiver requires the consent of each affected Noteholder under Section 11.2 of the Base Indenture. RCFC also agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.10, 2.11 and 2.12 hereof; provided, however, that all amounts payable by RCFC to any such Participant shall be limited to the amounts which would have been payable to the Committed Purchaser selling such participating interest had such interest not been sold and, with respect to amounts due pursuant to Section 2.12, only to the extent such Participant shall have complied with the provisions of Section 2.12 as if such Participant were a Committed Purchaser’s rights and obligations under this Note Purchase Agreement. (ch) This Note Purchase RCFC acknowledges that each Conduit Purchaser may, without any consent, assign as collateral its rights under this Agreement shall create and constitute to the continuing obligation collateral agent for such Conduit Purchaser for the benefit of the parties hereto secured parties, if any, under such Conduit Purchaser’s Commercial Paper program. (i) Each Managing Agent shall remain the Holder of its respective Series 2010-1 Note until such Series 2010-1 Note is transferred in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in fullprovisions of this Agreement. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon each of and inure to the benefit of the IssuerDepositor, the Depositor and Servicer, the Purchaser Note Agent, the Owners and their respective permitted successors and assigns permitted assigns. (including b) Neither the Depositor nor the Servicer may assign any subsequent holders of its rights and obligations hereunder or any interest herein without the prior written consent of the Purchased Notes)Required Owners and the Note Agent. (c) An Owner may, at any time, subject to the terms and conditions hereinafter set forth and the terms and conditions of the Indenture, (i) without the consent of the Depositor, assign, or grant undivided participation interests in, any or all of its rights and obligations hereunder or under the Note to any Purchaser, any Liquidity Provider, Bank One or any other commercial paper conduit managed by Bank One, and (ii) with the prior written consent of the Issuer, such consent not to be unreasonably withheld, assign, or grant undivided participation interests in, any or all of its rights and obligations hereunder or under the Note to any other Person; provided, however, except as provided in clause that (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwiseA) without the prior written consent of the Issuer, such consent not to be unreasonably withheld, no participant (other than a Purchaser. , any Liquidity Provider, or Bank One) or Affected Party claiming through a participant (bother than a Purchaser, any Liquidity Provider, or Bank One) The Purchaser mayshall be entitled to receive any payment pursuant to Sections 2.07, 2.08, 2.09 or 8.02 in excess of the amount that the Owner granting such participation interest would have been entitled to receive had such participation interest not been sold to such participant; (B) in the ordinary course case of its business any transfer by sale, assignment or participation, the transferee as a condition of transfer shall be subject to compliance with Sections 2.09(e) and in accordance with (f) hereof; (C) the Basic Documents and applicable law, including applicable securities laws, aggregate number of Owners at any time sell shall not exceed ten (excluding, if applicable, any Federal Reserve Bank to one which a pledge is made); and (D) no assignment or more Persons (eachparticipation hereunder shall be effective unless the Note Agent shall have first consented thereto in writing, such consent being required for the purpose of assuring compliance with the requirements of this Section. Any assignment or grant of a “Participant”)participation interest by an Owner pursuant to this Section shall be effected pursuant to documentation satisfactory in form and substance to the Note Agent. Upon the consummation of any such assignment or sale hereunder, participating interests in the assignee shall be subject to all of the obligations and entitled to all of the rights and benefits of the assignor hereunder. The Note Agent shall promptly notify the Depositor of any sale, assignment or participation under this Section. Each Purchaser hereby agrees that promptly following the sale of any assignment or participation by any Liquidity Provider of all or a any portion of its rights and obligations under this Note the applicable Asset Purchase Agreement. Notwithstanding , such Purchaser, to the extent that the Depositor's prior consent to such assignment or participation is not required hereunder, shall notify the Depositor thereof, specifying the transferor, the transferee and the extent of the applicable assignment or participation. (d) It is expressly agreed that, in connection with any assignment, sale or other transfer or any proposed assignment, sale or other transfer of the Note or any interest therein, each Owner making or proposing to make such assignment, sale or other transfer may provide such information regarding the Loans, the Issuer, the Sale and Servicing Agreement, the Indenture and the other Basic Documents as such Owner may deem appropriate to any such sale assignee, purchaser or other transferee or proposed assignee, purchaser or other transferee, as applicable (any such Person being a "Transferee"), of the Note or such interest therein, provided that prior to any such disclosure of such information, such Transferee shall have agreed to maintain the confidentiality of such information designated by the Purchaser of participating interests to a Participant, Depositor as confidential on substantially the Purchaser’s basis set forth in Section 9.10. (e) The Note Agent may not assign at any time its rights and obligations under this hereunder and interests herein as Note Purchase Agreement shall remain unchangedAgent without the consent of the Owners, the Purchaser shall remain solely responsible for Depositor, the performance thereof, and Servicer or the Issuer and the Depositor (which consent shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreementnot be unreasonably withheld or delayed). (cf) Each Owner may assign and pledge all or a portion of such Owner's interest in the Note to any Federal Reserve Bank as collateral to secure any obligation of such Owner to such Federal Reserve Bank. Notwithstanding anything to the contrary herein or in the Indenture, such assignment may be made at any time without notice or other obligation with respect to the assignment. (g) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable the Collection Date; provided, however, that the rights and remedies with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent any breach of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a any representation or warranty contained in made by the Sale Depositor and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Servicer pursuant to a repurchaseArticle VI and the provisions of Sections 8.01, financing or similar transaction without the consent 8.02, and 10.07 shall be continuing and shall survive any termination of the Loan Originatorthis Agreement.

Binding Effect; Assignability. (a) This Note Purchase Subject to clauses (b) through (i) of this Section 12.04, this Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the Purchaser parties to this Agreement and their respective permitted successors and assigns (including any subsequent holders Holders of the Purchased Series 2010-3 Notes)) subject, in the case of the Administrative Agent and the Managing Agents, to Section 11.06; provided, however, except as provided in clause (d) below, that neither the Issuer RCFC nor the Depositor DTAG shall have any the right to assign their respective its rights hereunder or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of the PurchaserManaging Agents; provided, that nothing herein shall prevent RCFC from assigning its rights to the Trustee under the Base Indenture and the Series 2010-3 Supplement; provided, further, that none of the Purchaser Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under this Section 12.04. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement. (b) The Purchaser mayWith the consent of RCFC (which consent will not be unreasonably withheld, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one conditioned or more Persons (each, a “Participant”delayed), participating interests in each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Note Purchase Agreement, the Series 2010-3 Notes and any other Related Documents to any financial institution; provided, that the consent of RCFC to any such assignment shall not be required (i) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2010-3 Notes or (ii) if the applicable assignee is an Affiliate of the assigning Committed Purchaser that is a financial institution; provided, that, no Committed Purchaser shall be permitted to assign any of its rights or obligations under this Agreement and the related Series 2010-3 Notes to any Ineligible Assignee/Participant. The parties to each such permitted assignment shall execute and deliver an Assignment and Assumption Agreement to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). From and after the effective date of such Assignment and Assumption Agreement, (i) the assigning Committed Purchaser shall be relieved of its rights and obligations hereunder to the extent so assigned and (ii) Schedules I, II and III shall be deemed amended, modified or changed as necessary to give effect to the terms of such assignment (and RCFC and the Administrative Agent may revise Schedules I, II and III of this Agreement as necessary to reflect the terms of any such assignment). In connection with any assignment pursuant to this Section 12.04(b) to a Committed Purchaser part of a different Ownership Group, the acquiring Committed Purchaser and its related Managing Agent shall also execute and deliver an Addendum to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). An assignment by a Committed Purchaser part of an Ownership Group that includes a Conduit Purchaser to an Ownership Group that does not include a Conduit Purchaser may be made pursuant to this Section 12.04(b); provided, that immediately prior to such assignment each Conduit Purchaser part of the assigning Ownership Group shall be deemed to have assigned all of its rights and obligations in the Series 2010-3 Notes (and its rights and obligations hereunder and under the Related Documents) in respect of such assigned interest to its related Committed Purchaser pursuant to Section 12.04(f). Notwithstanding anything to the contrary herein, any such sale assignment by the a Committed Purchaser of participating interests to a Participantdifferent Ownership Group that includes a Conduit Purchaser shall be made pursuant to Section 12.04(d), and not this Section 12.04(b). (c) Each Conduit Purchaser party to this Agreement may assign all or a portion of the Purchaser’s Series 2010-3 Invested Amount with respect to such Conduit Purchaser and its rights and obligations under this Note Purchase Agreement shall remain unchangedAgreement, the Purchaser shall remain solely responsible for the performance thereof, Series 2010-3 Notes and the Issuer and the Depositor shall continue any other Related Documents to deal solely and directly with the Purchaser and shall have no obligations which it is a party (or otherwise to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (cwhich it has rights) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable to a Conduit Assignee with respect to the Purchased Notes shall have been paid in full. (d) The such Conduit Purchaser may sell or assign the Purchased Note only with without the prior written consent of RCFC. The parties to each such permitted assignment shall execute and deliver an Assignment and Assumption Agreement to the Loan Originator unless Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). Upon such assignment by a Conduit Purchaser to a Conduit Assignee, (i) such sale or assignment is to an Affiliate Conduit Assignee shall be the owner of the Series 2010-3 Invested Amount or such portion thereof with respect to such Conduit Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.,

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerSeller, the Depositor and Servicer, the Purchaser Funding Agent, PARCO, the APA Banks and their respective permitted successors and permitted assigns (including any subsequent holders which successors of the Purchased NotesSeller shall include a trustee in bankruptcy); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time time, after the Termination Date, as all amounts payable the Final Collection Date shall occur; PROVIDED, HOWEVER, that the rights and remedies with respect to any breach of any representation and warranty made by the Purchased Notes Seller pursuant to Article IV and the indemnification and payment provisions of Articles II and VIII shall have been paid in fullbe continuing and shall survive any termination of this Agreement. (db) The Purchaser Seller may sell not assign any of its rights and obligations hereunder or assign the Purchased Note only with any interest herein without the prior written consent of the Loan Originator unless Funding Agent. (ic) such sale or assignment is At any time and from time to an Affiliate time, PARCO may, without the consent of the PurchaserSeller, (ii) such sale assign all or assignment occurs during a portion of its interests in Purchased Assets hereunder to the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing related APA Banks pursuant to its Asset Purchase Agreement. In additionEach APA Bank shall also be entitled to sell its interests (or portions thereof) to other APA Banks pursuant to the terms of the related Asset Purchase Agreement. If PARCO (or any APA Bank) makes any such assignment, it shall provide notice to the Purchaser Seller of any assignment hereunder or thereunder and, to the extent of such assignment, shall have no further rights hereunder. The Seller shall have the right to sell or finance the Purchased Note pursuant consent (which consent will not be unreasonably withheld) to any Person (other than Chase) becoming a repurchase, financing or similar transaction without the consent of the Loan OriginatorAPA Bank.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrowers, the Depositor and Seller, the Purchaser Master Servicer, the Performance Guarantor, the Agent, the Lenders and their respective permitted successors and assigns permitted assigns. This Agreement and each Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including any subsequent holders including, without limitation, by way of the Purchased Notes)sale of participation interests therein) by each Lender and its successors and assigns; provided, however, except as provided in clause that (di) belowto the extent any assignee of a Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, neither the Issuer nor the Depositor commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of such Lender at the time of the applicable assignment and (ii) DZ Bank or any right of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. Without limiting the foregoing, the Conduit Lender (if the Conduit Lender is Autobahn) may, in its sole discretion and at any time, assign its rights, obligations (if any) and interests under this Agreement to the Committed Lender and, at or after such time, the Conduit Lender may, in its sole discretion, cease to be a Conduit Lender and a Lender under this Agreement upon providing notice of such cessation to the Borrowers. No GWG Party may assign their respective any of its rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of each of the Purchaser. (b) Lenders and the Agent. The Purchaser parties to each assignment or participation made by any Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, each Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the ordinary course assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to such Lender by or on behalf of its business and in accordance with the Basic Documents and applicable lawGWG Parties, including applicable securities lawsthe Master Servicer or any other Person; provided, at any time sell to one or more Persons (eachhowever, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding that such Lender shall not disclose any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect terms mutually satisfactory to the Purchased Notes shall have been paid in fullAgent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor Servicer, each Lender and the Purchaser Administrative Agent and their respective permitted successors and assigns (including any subsequent holders of permitted assigns. Neither the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer Borrower nor the Depositor shall have Servicer may assign, transfer, hypothecate or otherwise convey any right to assign of their respective rights or obligations hereunder or interest interests herein (by operation of law or otherwise) without the express prior written consent of each Lender and the PurchaserAdministrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower or the Servicer without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) The Purchaser mayBorrower hereby consents to any Lender's assignment of, in the ordinary course and/or sale of its business and in accordance with the Basic Documents and applicable law, including applicable securities lawsparticipations in, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by times after the Purchaser of participating interests to a ParticipantEffective Date, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchangedRelated Documents, the Purchaser shall remain solely responsible for the performance thereofAdvances, and the Issuer and the Depositor any Commitment or of any portion thereof or interest therein, including any Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment by a Lender shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without require the consent of the Loan Originator.Administrative Agent and the execution of an assignment agreement (an "Assignment Agreement") -------------------- substantially in the form attached hereto as Exhibit 14.02(b) and otherwise in ---------------- form and substance satisfactory to, and acknowledged by, the Administrative Agent; (ii) if a partial assignment, in an amount at least equal to $5,000,000 and, after giving effect to any such partial assignment, the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000;

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon each of the Seller, CNAI, the Agent, the Banks and their respective successors and permitted assigns, and shall inure to the benefit of the IssuerSeller, CNAI, Citibank, the Depositor Agent, the Banks and the Purchaser any other Affected Persons and their respective permitted successors and assigns permitted assigns. (including b) Neither the Seller nor any subsequent holders Bank may assign any of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective its rights and obligations hereunder or any interest herein (by operation including, without limitation, any Percentage Interest of law or otherwisesuch Bank) without the prior written consent of the Purchaser.Agent (which consent shall not be unreasonably withheld), except that any Bank may assign its rights and obligations hereunder and its interest herein to any other Bank, or any Affiliate of CNAI without such consent. Each of the Banks may, with the consent of the Seller (such consent not to be unreasonably withheld), assign its rights and obligations hereunder or interest herein to any Person. Notwithstanding anything in the foregoing to the contrary, any such permitted assignment of a Bank's rights and obligations hereunder, and interests herein (including, without limitation, any Percentage Interest of such Bank) shall be subject to the following requirements: (bi) The Purchaser mayeach such assignment shall be a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each assignment shall in no event be less than the lesser of $5,000,000 and the assigning Bank's Maximum Purchase, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the ordinary course Register, an Assignment of Purchase Commitment in the form of Exhibit A attached hereto, together with a processing and recordation fee of $2,500, and (iv) concurrently with such assignment, the assignor thereunder (other than CNAI or any of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell Affiliates) shall assign to one such assignee or more Persons (each, a “Participant”), participating interests in all or a portion such other Bank an equal percentage of its rights and obligations under this Note the Asset Purchase Agreement, if any. Notwithstanding any Upon such sale execution, delivery, acceptance and recording, from and after the effective date specified in the Assignment of Purchase Commitment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to this Agreement, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to this Agreement, relinquish its rights and be released from its obligations under this Agreement (other than its obligations of confidentiality under Section 11.09) (and, in the Purchaser case of participating interests to a Participant, an assignment covering all or the Purchaser’s remaining portion of an assigning Bank's rights and obligations under this Note Agreement, such Bank shall cease to be a party hereto). (c) Furthermore, each Bank and its permitted assigns (as described above in Section 11.04(b) may, at any time, without the consent of the Seller, sell undivided participation interests in all or any of its rights, obligations and interests (including, without limitation, such Bank's Percentage Interests in the Eligible Assets) hereunder; provided, however, that (i) such Bank's obligations under this Agreement (including, without limitation, its Purchase Agreement Commitment hereunder) shall remain unchanged, the Purchaser (ii) such Bank shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, (iii) the Seller, the Agent and the Issuer and the Depositor other Banks shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant such Bank in connection with the Purchaser’s such Bank's rights and obligations under this Note Agreement, and (iv) concurrently with such participation, the selling Bank thereunder shall sell to such bank or other entity a participation in an equal percentage of its rights and obligations under the Asset Purchase Agreement, if any. (cd) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as time, after the Termination Date until the Collection Date; provided, however, that all amounts payable with respect to representations, warranties and indemnities set forth herein, including, without limitation, in Articles IV, IV, VIII, X, and XI, and Section 2.14, shall be continuing and shall survive the Purchased Notes shall have been paid in fullCollection Date. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerSeller, the Depositor and Servicer, the Purchaser Program Agent, the Managing Agents, the Purchasers and their respective permitted successors and permitted assigns (including any subsequent holders which successors of the Purchased NotesSeller shall include a trustee in bankruptcy); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable the Final Collection Date; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Purchased Notes Seller pursuant to Article IV and the indemnification and payment provisions of Sections 2.06, 2.07, 2.08, Article VI and Article VIII shall have been paid in fullbe continuing and shall survive any termination of this Agreement. (db) The Purchaser Seller may sell not assign any of its rights and obligations hereunder or assign the Purchased Note only with any interest herein without the prior written consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of Purchasers and the PurchaserProgram Agent. Each Conduit Purchaser may, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSeller, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person. Any Committed Purchaser may, without the consent of the Seller but with the consent of the Managing Agent for the Purchase Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person; provided, however, that prior to the Termination Date, no Committed Purchaser shall assign less than $50,000,000 of its Commitment hereunder to any Person without the prior written consent of the Seller, such consent not to be unreasonably withheld. Upon any such assignment, the assignee shall succeed to and become vested with all the rights, powers, privileges and duties of such Purchaser, and the resigning Purchaser shall be discharged from its duties and obligations as Purchaser hereunder. The Seller and the Servicer agree to execute or obtain such other documentation as may be reasonably requested by the assigning Purchaser in order to effectuate such assignment. Any Committed Purchaser may, without the consent of the Seller, sell participation interests in its Commitment hereunder; provided, however, that after giving effect to the sale of such participation, such Committed Purchaser's obligations hereunder shall remain unchanged, such Committed Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations, all amounts payable to such Committed Purchaser hereunder shall be determined as if such Committed Purchaser had not sold such participation interest, and the Seller and the Program Agent shall continue to deal solely and directly with such Committed Purchaser and not be obligated to deal with such participant. No such participant shall be entitled to receive any greater Other Fees hereunder than the Purchaser selling such participation would otherwise be entitled to receive, or have the right to consent to any amendment, modification or waiver of any provision of this Agreement other than an amendment, modification or waiver which relates to the timing or amount of Capital, Yield or fees payable pursuant to the terms hereof. Notwithstanding any contrary provision contained in this Agreement, and notwithstanding that such assignment or participation may be permitted under this Section 10.04(b), no assignee of a Purchaser under this Section 10.04(b) shall be entitled to receive with respect to the rights and obligations assigned to it any greater Other Fees than the assignor Purchaser would have been entitled to receive with respect to those rights and obligations. (c) Notwithstanding any other provisions of this Agreement, any Purchaser may at any time create a security interest in all or a portion of its rights under this Agreement or any other Facility Document in favor of the Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon upon, and inure to the benefit of, the Initial Noteholders, each Variable Funding Note Noteholder, the Issuer, the Master Servicer and their respective successors and permitted assigns. (b) Neither the Issuer nor the Master Servicer shall assign any of its respective rights and obligations hereunder or any interest herein without the prior consent of the Initial Noteholders and each Variable Funding Note Noteholder. In connection with any such assignment the assignee shall expressly agree to assume all the obligations of the Issuer or the Master Servicer, as applicable, hereunder and no such assignment made without the prior consent of each such Noteholder shall relieve the Issuer or the Master Servicer, as applicable, of any of its obligations hereunder, and no assignment permitted hereunder shall relieve the Issuer or the Master Servicer, as applicable, from any obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (c) Each Initial Noteholder and each Variable Funding Note Noteholders may, at any time, (i) sell, assign, grant undivided participation interests in all or part of the obligations due to it under this Agreement and in respect of its interest in a Note to any of its Affiliates or any Person that is not a Competitor without the consent of the Issuer, the Depositor and the Purchaser and their respective permitted successors and assigns or (including any subsequent holders ii) otherwise sell, assign or transfer all or part of the Purchased Notes)obligations due to it under this Agreement and in respect of its interest in a Note to any of its Affiliates without the consent of the Issuer or, unless and Event of Default has occurred and is continuing, to any other Person with the consent of the Issuer to the extent such Person is a Competitor; provided, however, that any such sale, assignment or grant of a participation interest shall be effected in compliance with Section 4.04 of the Indenture. Each Noteholder that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes or other obligations under the Transaction Documents (the “Participant Register”); provided that no Noteholder shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each Person whose name is recorded in the Participant Register as provided the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. This Section 8.03(c) shall be construed so that the Notes are at all times maintained in clause “registered form” within the meanings of Code Sections 163(f), 871(h)(2), and 881(c)(2) and any related regulations (and any successor provisions). EAST\147727759.5 (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable the Funding Period Termination Date; provided, however, that the rights and remedies with respect to any breach of any representation, warranty or covenant made by the Purchased Notes Issuer or Master Servicer pursuant to Article IV and Article V, as applicable, shall have been paid in fullbe continuing and shall survive any termination of this Agreement. (de) The Purchaser may sell or assign Each Holder hereby acknowledges that it is subject to and bound by the Purchased Note only provisions of Section 3.04 and 11.12 of the Servicing Agreement in accordance with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaserterms thereof, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale which shall remain in full force and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note effect until terminated pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSection 11.07 thereof.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor each Lender and the Purchaser Administrative Agent and their respective permitted successors and assigns (including permitted assigns. The Borrower may not assign, transfer, hypothecate or otherwise convey any subsequent holders of its rights or obligations hereunder or interests herein without the express prior written consent of the Purchased NotesRequisite Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) Any assignment by a Lender shall (i) require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.02(b) or otherwise in form and substance satisfactory to the Administrative Agent, and acknowledged by, the Administrative Agent and other than in the case of an assignment by a Lender to one of its Affiliates, the consent of the Administrative Agent and, only if and so long as no Event of Default has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed); provided, howeverfurther that assignments by a Lender to a SPV or any Affiliate of the Agent or any Lender shall not be subject to the consent of the Borrower; (ii) if a partial assignment, except as provided (A) be in clause (d) belowan amount at least equal to $10,000,000 and, neither after giving effect to any such partial assignment, the Issuer nor the Depositor assigning Lender shall have retained a Revolving Commitment in an amount at least equal to $10,000,000 and (B) constitute a ratable assignment of the Maximum Revolving Credit Amount and the Term Loan such that, after giving effect to such assignment, such assignee Lender’s and assignor Lender’s respective pro rata shares of the outstanding Term Loan and outstanding Maximum Revolving Credit Amount shall be equal; (iii) require the delivery to the Administrative Agent by the assignee or participant, as the case may be, of any right forms, certificates or other evidence described in Section 2.10(e), (iv) other than in the case of an assignment by a Lender to assign their respective rights hereunder one of its Affiliates, include a payment to the Administrative Agent by the assignor or interest herein assignee Lender of an assignment fee of $3,500 and (v) any assignment by operation of law or otherwisea Non-Funding Lender (including any Affiliate thereof) without shall require the prior written consent of the Purchaser. (b) Administrative Agent. In the case of an assignment by a Lender under this Section 12.02, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The Purchaser may, in the ordinary course assigning Lender shall be relieved of its business obligations hereunder with respect to its Revolving Commitment or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any assignment made in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests Section 12.02(b) will give rise to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing direct obligation of the parties hereto in accordance with its termsBorrower to the assignee and that the assignee shall thereupon be a “Lender” for all purposes. In all instances, each Lender’s obligation to make Revolving Credit Advances hereunder shall be several and not joint and shall remain in full force and effect until be limited to such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent Lender’s Pro Rata Share of the Loan Originator unless (i) such sale Revolving Commitment. In the event any Lender assigns or assignment is to an Affiliate of the Purchaser, (ii) such sale otherwise transfers all or assignment occurs during the continuance any part of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.Note,

Binding Effect; Assignability. (a) This Note Purchase Subject to clauses (b) through (i) of this Section 12.04, this Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the Purchaser parties to this Agreement and their respective permitted successors and assigns (including any subsequent holders Holders of the Purchased Series 2010-3 Notes)) subject, in the case of the Administrative Agent and the Managing Agents, to Section 11.06; provided, however, except as provided in clause (d) below, that neither the Issuer RCFC nor the Depositor DTAG shall have any the right to assign their respective its rights hereunder or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of the PurchaserManaging Agents; provided, that nothing herein shall prevent RCFC from assigning its rights to the Trustee under the Base Indenture and the Series 2010-3 Supplement; provided, further, that none of the Purchaser Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under this Section 12.04. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement. (b) With the consent of RCFC (which consent will not be unreasonably withheld, conditioned or delayed), each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement, the Series 2010-3 Notes and any other Related Documents to any financial institution; provided, that the consent of RCFC to any such assignment shall not be required (i) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2010-3 Notes or (ii) if the applicable assignee is an Affiliate of the assigning Committed Purchaser that is a financial institution; provided, that, no Committed Purchaser shall be permitted to assign any of its rights or obligations under this Agreement and the related Series 2010-3 Notes to any Ineligible Assignee/Participant. The parties to each such permitted assignment shall execute and deliver an Assignment and Assumption Agreement to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). From and after the effective date of such Assignment and Assumption Agreement, (i) the assigning Committed Purchaser shall be relieved of its rights and obligations hereunder to the extent so assigned and (ii) Schedules I, II and III shall be deemed amended, modified or changed as necessary to give effect to the terms of such assignment (and RCFC and the Administrative Agent may revise Schedules I, II and III of this Agreement as necessary to reflect the terms of any such assignment). In connection with any assignment pursuant to this Section 12.04(b) to a Committed Purchaser part of a different Ownership Group, the acquiring Committed Purchaser and its related Managing Agent shall also execute and deliver an Addendum to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). An assignment by a Committed Purchaser part of an Ownership Group that includes a Conduit Purchaser to an Ownership Group that does not include a Conduit Purchaser may be made pursuant to this Section 12.04(b); provided, that immediately prior to such assignment each Conduit Purchaser part of the assigning Ownership Group shall be deemed to have assigned all of its rights and obligations in the Series 2010-3 Notes (and its rights and obligations hereunder and under the Related Documents) in respect of such assigned interest to its related Committed Purchaser pursuant to Section 12.04(f). Notwithstanding anything to the contrary herein, any assignment by a Committed Purchaser to a different Ownership Group that includes a Conduit Purchaser shall be made pursuant to Section 12.04(d), and not this Section 12.04(b). (c) Each Conduit Purchaser party to this Agreement may assign all or a portion of the Series 2010-3 Invested Amount with respect to such Conduit Purchaser and its rights and obligations under this Agreement, the Series 2010-3 Notes and any other Related Documents to which it is a party (or otherwise to which it has rights) to a Conduit Assignee with respect to such Conduit Purchaser without the prior written consent of RCFC. The parties to each such permitted assignment shall execute and deliver an Assignment and Assumption Agreement to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). Upon such assignment by a Conduit Purchaser to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the Series 2010-3 Invested Amount or such portion thereof with respect to such Conduit Purchaser, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Managing Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to Managing Agents hereunder or under the other Related Documents, including serving as Holder of the Series 2010-3 Note corresponding to the portion of the Series 2010-3 Invested Amount so assigned, (iii) such Conduit Assignee shall assume all of such Conduit Purchaser’s obligations, if any, and shall have the benefit of all the rights and protections provided to such Conduit Purchaser, in each case, hereunder, under the Series 2000-0 Xxxxxxxxx and under any other Related Document with respect to such portion of the Series 2010-3 Invested Amount, and such Conduit Purchaser shall be released from such obligations and no longer have the benefit of such rights and protections (except such rights and protections that by their terms survive such assignment), (iv) all distributions in respect of the Series 2010-3 Invested Amount or such portion thereof with respect to such Conduit Purchaser shall be made to the applicable Managing Agent on behalf of such Conduit Assignee, (v) if requested by the Managing Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Managing Agent may reasonably request to evidence and give effect to the foregoing, and (vi) Schedules I, II and III shall be deemed amended, modified or changed as necessary to give effect to the terms of such assignment (and RCFC and the Administrative Agent may revise Schedules I, II and III of this Agreement as necessary to reflect the terms of any such assignment). No assignment by any Conduit Purchaser to a Conduit Assignee of all or any portion of the Series 2010-3 Invested Amount with respect to such Conduit Purchaser shall in any way diminish the obligation of the Committed Purchasers in the same Ownership Group as such Conduit Purchaser to fund any Increase not funded by such Conduit Purchaser or such Conduit Assignee. (d) Any Conduit Purchaser and the Committed Purchaser with respect to such Conduit Purchaser (or, with respect to any Ownership Group without a Conduit Purchaser, the related Committed Purchaser) may at any time sell all or any part (but the same percentage) of their respective (or, with respect to an Ownership Group without a Conduit Purchaser, its) rights and obligations under this Agreement and the Series 2010-3 Notes, with the prior written consent of RCFC (which consent will not be unreasonably withheld, conditioned or delayed), to an Ownership Group with respect to which each acquiring Conduit Purchaser is a multi-seller commercial paper conduit, whose commercial paper has ratings of at least “A-2” from Standard & Poor’s and “P2” from Moody’s, and that includes one or more financial institutions providing support to such multi-seller commercial paper conduit (each, an “Acquiring Ownership Group”) pursuant to an Assignment and Assumption Agreement and an Addendum, executed by such Acquiring Ownership Group (including each Conduit Purchaser and Committed Purchaser with respect to such Acquiring Ownership Group), the Managing Agent with respect to such Acquiring Ownership Group, such assigning Conduit Purchaser (if any) and the Committed Purchasers with respect to such assigning Ownership Group, the Managing Agent with respect to such assigning Ownership Group and RCFC and delivered to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC); provided that the consent of RCFC to any such assignment shall not be required after the occurrence and during the continuance of an Amortization Event with respect to the Series 2010-3 Notes and; provided, further, that it shall not be considered unreasonable for RCFC to withhold its consent to an assignment to a potential Acquiring Ownership Group if the affiliated commercial paper conduit has ratings of at least “A-2” from Standard & Poor’s and “P2” from Moody’s but does not have ratings of at least “A-1” from Standard & Poor’s and “P1” from Moody’s and such assignment would result in a material increase in RCFC’s costs of financing with respect to the applicable Series 2010-3 Notes. Notwithstanding anything to the contrary in this Agreement, no Committed Purchaser shall at any time be permitted to assign any of its rights or obligations under this Agreement and the related Series 2010-3 Notes to any Ineligible Assignee/Participant. From and after the effective date of such Assignment and Assumption Agreement and such Addendum, Schedules I, II and III shall be deemed amended, modified or changed as necessary to give effect to the terms of such assignment (and RCFC and the Administrative Agent may revise Schedules I, II and III of this Agreement as necessary to reflect the terms of any such assignment). (e) Notwithstanding any other provision set forth in this Agreement, each Conduit Purchaser may at any time grant to one or more Program Support Providers (or to its related Committed Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or to its related Committed Purchaser), such Conduit Purchaser’s interests in the Series 2010-3 Invested Amount made hereunder and such Program Support Provider (or such Committed Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits in respect of the Series 2010-3 Invested Amount granted to such Conduit Purchaser under this Agreement. (f) Notwithstanding any other provision set forth in this Agreement, each Conduit Purchaser may at any time, without the consent of RCFC, transfer and assign all or a portion of its rights and obligations in the Series 2010-3 Notes (and its rights and obligations hereunder and under the Related Documents) to its related Committed Purchaser. Furthermore, each Conduit Purchaser may at any time grant a security interest in and lien on all or any portion of its interests under this Agreement, the Series 2010-3 Notes and all Related Documents to (i) its related Committed Purchaser, (ii) its Managing Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy, for such Conduit Purchaser relating to such Conduit Purchaser’s Commercial Paper or the Series 2010-3 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Purchasers, including without limitation, an insurance policy relating to such Conduit Purchaser’s Commercial Paper or the Series 2010-3 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its rights and obligations in respect of the Series 2010-3 Notes to its related Committed Purchaser. Notwithstanding any other provisions set forth in this Agreement, each Committed Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, the Series 2010-3 Notes and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity. No assignment by any Conduit Purchaser to any of the foregoing Persons of all or any portion of its interest in the Series 2010-3 Invested Amount or Series 2010-3 Notes with respect to such Conduit Purchaser shall in any way diminish the obligation of the Committed Purchasers in the same Ownership Group as such Conduit Purchaser to fund any Increase not funded by such Conduit Purchaser or such other Persons. (g) Any Committed Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), ) participating interests in all or a portion of its rights and obligations under this Note Purchase AgreementAgreement and the Series 2010-3 Notes pursuant to documentation in form and substance satisfactory to such Committed Purchaser and the related Participant; provided, that no Committed Purchaser shall be permitted to sell any participating interest in all or any portion of its rights or obligations under this Agreement and the related Series 2010-3 Notes to any Ineligible Assignee/Participant. Notwithstanding any such sale by the a Committed Purchaser of a participating interests interest to a Participant, the (i)(x) such Committed Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the (y) such Committed Purchaser shall remain solely responsible for the performance thereof, and (z) RCFC, the Issuer Administrative Agent and the Depositor other parties hereto shall continue to deal solely and directly with the such Committed Purchaser and shall have no obligations to deal with any Participant in connection with this Agreement and (ii) no Committed Purchaser shall sell any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement, the Base Indenture, the Series 2010-3 Supplement or any Related Document, except to the extent that the approval of such amendment, consent or waiver requires the consent of each affected Noteholder under Section 11.2 of the Base Indenture. RCFC also agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.10, 2.11 and 2.12 hereof; provided, however, that all amounts payable by RCFC to any such Participant shall be limited to the amounts which would have been payable to the Committed Purchaser selling such participating interest had such interest not been sold and, with respect to amounts due pursuant to Section 2.12, only to the extent such Participant shall have complied with the provisions of Section 2.12 as if such Participant were a Committed Purchaser’s rights and obligations under this Note Purchase Agreement. (ch) This Note Purchase RCFC acknowledges that each Conduit Purchaser may, without any consent, assign as collateral its rights under this Agreement shall create and constitute to the continuing obligation collateral agent for such Conduit Purchaser for the benefit of the parties hereto secured parties, if any, under such Conduit Purchaser’s Commercial Paper program. (i) Each Managing Agent shall remain the Holder of its respective Series 2010-3 Note until such Series 2010-3 Note is transferred in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in fullprovisions of this Agreement. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the Purchaser each party hereto and their respective permitted successors and assigns (including any subsequent holders Holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Contributor or the Issuer nor the Depositor shall have any the right to assign their respective its rights or any claims hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser). (b) Each Financial Institution may at any time and from time to time assign to one or more Persons (each a "Purchasing Financial Institution") all or any part of its rights and obligations under this Agreement and the related Liquidity Agreement pursuant to an assignment agreement, in form and substance satisfactory to the Agent (the "Assignment Agreement"), executed by such Purchasing Financial Institution and such selling Financial Institution. Upon delivery of the executed Assignment Agreement to the Agent, such selling Financing Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Issuer, the Contributor, any Purchaser, the Purchasing Financial Institution or the Agent shall be required. (c) The Purchaser Purchasers and the Financial Institutions may, in the ordinary course of its their respective business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “"Participant”"), participating interests in all or a portion of its their respective rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the any Purchaser or Financial Institution of participating interests to a Participant, the Purchaser’s such person's rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser Purchasers and the Financial Institutions shall remain solely responsible for the performance thereof, and the Issuer and the Depositor Contributor shall continue to deal solely and directly with the Purchaser Purchasers and shall have no obligations to deal with any Participant the Financial Institutions in connection with the Purchaser’s Purchasers' and the Financial Institutions' rights and obligations under this Note Purchase Agreement. Each of the Issuer and the Contributor also agrees that each Participant shall be entitled to the benefits of Article VIII hereof; provided, however, that all amounts payable by the Contributor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser or the Financial Institutions selling such participating interest had such interest not been sold. (cd) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time (i) as all amounts payable with respect to the Purchased Notes shall have been indefeasibly paid in full and (ii) all amounts owed to the Agent, the Purchasers and the Financial Institutions under this Agreement, the Indenture and each other Transaction Document shall have been indefeasibly paid in full. (d) The Purchaser may sell or assign ; provided, however, that the Purchased Note only rights and remedies with respect to any breach of representations and warranties made by the prior consent of Issuer and the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Contributor pursuant to a repurchaseArticle V hereof and the rights, financing or similar transaction without the consent remedies and provisions of the Loan OriginatorSections 2.04, 2.05, 7.01, 7.02, Article VIII, 9.06, 9.12 and 9.13 shall be continuing and survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerOriginator, the Depositor and the Purchaser Buyer and their respective permitted successors and permitted assigns (including any subsequent holders which successors of the Purchased NotesOriginator shall include a trustee in bankruptcy); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have . The Originator may not assign any right to assign their respective of its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. Buyer and the Agent. The Originator acknowledges that the Buyer shall assign to the Agent, for the benefit of the Lenders, as collateral security for its obligations under the Credit Agreement, all of its rights, remedies, powers and privileges hereunder. The Originator agrees that the Agent, as the assignee of the Buyer, shall, subject to the terms of the Credit Agreement, have the right to enforce this Agreement and to exercise directly all of the Buyer's rights and remedies under this Agreement (b) The Purchaser mayincluding, without limitation, the rights and remedies under SECTIONS 6.01, 6.02, 7.01, 7.02, and 8.01), and the Originator agrees to cooperate fully with the Agent and the Servicer in the ordinary course exercise of its business such rights and in accordance remedies. Without limitation by the foregoing, the Originator hereby acknowledges that the Buyer and the Servicer have agreed pursuant to the Credit Agreement and certain related agreements that, subject to the restrictions set forth therein, the Agent shall be entitled to exercise the Buyer's rights under this Agreement. The Originator hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise the Basic Documents and applicable law, including applicable securities laws, Buyer's rights under this Agreement. The Buyer may assign at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreementhereunder and interests herein to any other Person without the consent of the Originator. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and terms which shall remain in full force and effect until such time as all amounts payable this Agreement shall terminate; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without Article IV and the consent indemnification and payment provisions of the Loan OriginatorArticle VII and Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the Purchaser and their respective permitted successors and assigns (including any subsequent holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of, each of the Issuer, the Depositor and Administrative Agent, the Purchaser Purchasers, the Managing Agents and their respective permitted successors and assigns permitted assigns, subject to the further provisions of this Section 7.04. (including b) The Issuer shall not assign any subsequent holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the PurchaserManaging Agents. (bc) The Subject to the terms and provisions of the Series Supplement, a Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time assign or sell to one or more Persons (each, a “Participant”), participating undivided participation interests in all or a portion of its rights and obligations hereunder or under a Series 2007-1 Note or any interest herein or in the Series 2007-1 Notes to any Person (including, without limitation, a sale by any Conduit Purchaser to its related Liquidity Providers or Program Support Providers). Any assignment or sale of a participation interest by a Purchaser to a Person (other than a Liquidity Provider or Program Support Provider) pursuant to this Note Purchase AgreementSection 7.04(c) shall be effected pursuant to an Assignment and Acceptance Agreement in substantially the form of Exhibit A hereto. Notwithstanding the foregoing, a Purchaser shall, so long as no Amortization Event has occurred and is continuing, obtain the consent of the Issuer (such consent not to be unreasonably withheld, delayed or conditioned) in connection with an assignment of its obligations hereunder and under a Series 2007-1 Note to any such Person other than a sale by a Conduit Purchaser to (i) another commercial paper conduit managed by the Purchaser of participating interests to a Participant, the Purchaser’s related Managing Agent or (ii) any Liquidity Provider or Program Support Provider. (d) The Administrative Agent may assign at any time its rights and obligations under this Note Purchase Agreement shall remain unchanged, hereunder to an Affiliate without the Purchaser shall remain solely responsible for consent of the performance thereof, and Purchasers or the Issuer and such assignment shall be effective upon written notice thereof to the Depositor shall continue to deal solely Purchasers, the Issuer, the Servicer and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase AgreementIndenture Trustee. (ce) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the date on which all amounts payable with respect Commitments to fund hereunder have been terminated and the Purchased Notes shall have Series Outstanding Amount has been paid in full. (d) The Purchaser may sell or assign ; provided, however, that the Purchased Note only rights and remedies with respect to any breach of any representation and warranty made by the prior consent of the Loan Originator unless (i) such sale or assignment is Issuer pursuant to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In additionArticle V and, the Purchaser rights and remedies described in Sections 2.06, 2.07, 2.08, 2.09, 5.02, 7.08, 7.09, 7.11 and 7.12 shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent be continuing and shall survive any termination of the Loan Originatorthis Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the Purchaser each party hereto and their respective permitted successors and assigns (including any subsequent holders Holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Contributor or the Issuer nor the Depositor shall have any the right to assign their respective its rights or any claims hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser). (b) Each Financial Institution may at any time and from time to time assign to one or more Persons (each a “Purchasing Financial Institution”) all or any part of its rights and obligations under this Agreement and the related Liquidity Agreement pursuant to an assignment agreement, in form and substance satisfactory to the Lender Group Agents (the “Assignment Agreement”), executed by such Purchasing Financial Institution and such selling Financial Institution, provided, however, that, prior to the occurrence of a Termination Event or a downgrade of the credit rating of any CP Issuing Purchaser’s Commercial Paper in effect on the Initial Funding Date, the Contributor shall have consented (which consent may not be unreasonably withheld or delayed) to any assignments to Purchasing Financial Institutions other than Lender Group affiliates. Upon delivery of the executed Assignment Agreement to the Administrative Agent, such selling Financing Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Issuer, the Contributor, any Purchaser, the Purchasing Financial Institution or the Agents shall be required. (c) The Purchaser Initial Purchasers and the Financial Institutions may, in the ordinary course of its their respective business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its their respective rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the any Purchaser or Financial Institution of participating interests to a Participant, the Purchasersuch person’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser Purchasers and the Financial Institutions shall remain solely responsible for the performance thereof, and the Issuer and the Depositor Contributor shall continue to deal solely and directly with the Purchaser Purchasers and shall have no obligations to deal with any Participant the Financial Institutions in connection with the Purchaser’s Purchasers’ and the Financial Institutions’ rights and obligations under this Note Purchase Agreement. Each of the Issuer and the Contributor also agrees that each Participant shall be entitled to the benefits of Article VIII hereof; provided, however, that all amounts payable by the Contributor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser or the Financial Institutions selling such participating interest had such interest not been sold. (cd) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time (i) as all amounts payable with respect to the Purchased Notes shall have been indefeasibly paid in full and (ii) all amounts owed to the Agents, the Purchasers and the Financial Institutions under this Agreement, the Indenture and each other Transaction Document shall have been indefeasibly paid in full. (d) The Purchaser may sell or assign ; provided, however, that the Purchased Note only rights and remedies with respect to any breach of representations and warranties made by the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor Issuer or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Contributor pursuant to a repurchaseArticle V hereof and the rights, financing or similar transaction without the consent remedies and provisions of the Loan OriginatorSections 2.04, 2.05, 7.01, 7.02, Article VIII, and Sections 9.06, 9.11, 9.12 and 9.13 shall be continuing and survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor Seller and the Note Purchaser and their respective permitted successors and assigns (including any subsequent holders of the Purchased NotesInitial Note in accordance with Section 10.04(d)); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor Seller shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Note Purchaser. (b) The Note Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Note Purchaser of participating interests to a Participant, the Note Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Note Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor Seller shall continue to deal solely and directly with the Note Purchaser and shall have no obligations to deal with any Participant in connection with the Note Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes Initial Note shall have been paid in full. At any time, if the Collateral is liquidated, and the Notes are paid or extinguished and the obligations of the Note Purchaser to acquire Incremental Note Balances hereunder is terminated, the Basic Documents (including this Agreement) shall terminate except as otherwise provided in Section 10.10. (d) The Note Purchaser may sell or assign the Purchased Initial Note only with the prior consent of the Loan Originator Seller unless (i) such sale or assignment is to an Affiliate of the Purchaser, Note Purchaser or (ii) such sale or assignment occurs during following the continuance occurrence of an Event of Default; provided, however, that this Section 10.04(d) shall not limit Note Purchaser’s right to (i) transfer its interest in the Initial Note in the form of a Trigger Event under participation of an interest in the Sale and Servicing Agreement Initial Note to a Participant pursuant to Section 10.04(b), (ii) pledge the Initial Note to secure an indebtedness or financing of the Note Purchaser or (iii) transfer the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Initial Note pursuant to a repurchase, financing repurchase agreement or similar transaction without arrangement. (e) In the consent event that Note Purchaser sells any participation or assigns or transfers any interest in the Note, each Participant, successor or assign shall agree to make the representations and warranties in Section 6.01(c) of the Loan Originatorthis Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerSeller, the Depositor and the Purchaser and their respective permitted successors and assigns (including any subsequent holders of the Purchased Notes); provided, howeverassigns, except as provided in clause that (di) below, neither the Issuer nor Seller shall not have the Depositor shall have any right to assign their respective rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. Purchaser and (ii) the Purchaser shall not have the right to assign its interest in the Receivables except in accordance with paragraph (b) The Purchaser may, in the ordinary course of its business below and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreementas otherwise provided herein. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable the Ownership Interest is reduced to zero in accordance with respect Section 3.1(c) and no further Purchases are to be made; provided, however, that rights ----------------- and remedies of the Purchased Notes Purchaser under Article XI and Section 5.3 and the provisions of Section 12.11 shall have been paid in fullsurvive any termination of this Agreement. (db) The Purchaser may sell or assign its Ownership Interest in the Purchased Note only with the prior consent of the Loan Originator unless Receivables (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSeller, to Canadian Imperial Bank of Commerce, any Affiliate of Canadian Imperial Bank of Commerce or any financial institution providing a Liquidity Facility or a Credit Facility, provided that such -------- assignment is in connection with the utilization of such Liquidity Facility or Credit Facility, or (ii) with the prior consent (which consent shall not be unreasonably withheld or delayed) of the Seller, to any other entity. Upon any assignment of the Ownership Interest in the Receivables, (i) the assignee shall become the owner of the Ownership Interest for all purposes of this Agreement and (ii) the Purchaser shall relinquish its rights with respect to the Receivables for all purposes of this Agreement. Upon any assignment, the assignee thereof shall have all the rights and obligations of the Purchaser under this Agreement, and shall be subject to the terms and conditions of this Agreement. The Servicing Agent shall provide notice to the Seller of any assignment under this Agreement. (c) Any assignment hereunder shall be upon such terms and conditions as the Purchaser and the assignee may mutually agree. The Purchaser shall furnish to the Seller copies of all instruments and documents entered into between the Purchaser and the assignee in connection with such assignment.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerSeller, NFC, the Depositor Administrative Agent, the Managing Agents and the Purchaser Purchasers party this Agreement and their respective permitted successors and assigns (including any subsequent holders of the Purchased NotesSeries 2010-VFN Note); provided, however, except as provided in clause (d) below, neither that the Issuer nor Seller shall not have the Depositor shall have any right to assign their respective its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of each Managing Agent. The Administrative Agent and each Purchaser and Managing Agent agrees that it shall not transfer the Series 2010-VFN Note or, except as provided in subsection (c) of this Section 11.04, any interest therein without the Seller’s consent, unless such transfer (x) is to a Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Redemption Period. Without limiting the foregoing, a Conduit Purchaser or its Managing Agent (on its behalf) may, from time to time, with prior or concurrent notice to the Seller and the Servicer, in one transaction or a series of transactions, assign all or a portion of a Series 2010-VFN Note and its rights and obligations under this Agreement to a RIC or a Committed Purchaser within its Purchaser Group. Upon and to the extent of such assignment to a RIC or Committed Purchaser, (i) the RIC or Committed Purchaser shall be the owner of the assigned portion of the Series 2010-VFN Note, (ii) in the case of a transfer to a RIC, such Managing Agent (or an Affiliate thereof) will act as Managing Agent for the RIC and the Administrative Agent shall act as Administrative Agent for the RIC, in each case, with all corresponding rights and powers, express or implied, granted herein to such Managing Agent or the Administrative Agent, as applicable, (iii) the RIC or Committed Purchaser, as applicable, and their Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the right to assign to another RIC or Committed Purchaser as provided in this paragraph), (iv) the RIC or Committed Purchaser, as applicable, shall assume all obligations, if any, of the assigning Conduit Purchaser under and in connection with this Agreement, and the assigning Conduit Purchaser shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Purchaser (if any) and the RIC or Committed Purchaser shall be several and not joint, (v) all distributions in respect of principal or interest shall be made to the assigning Conduit Purchaser and the RIC or Committed Purchaser, as applicable, on a pro rata basis according to their respective interests (or in the case of interest, the accrued amounts thereof), (vi) in the case of an assignment to a RIC, the Funding Rate used to calculate interest with respect to the portions of the Series 2010-VFN Note owned on behalf of the RIC and funded with commercial paper notes issued by the RIC from time to time shall be determined in the manner set forth in the definition of “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (rather than the assigning Conduit Purchaser), (vii) the defined terms and other terms and provisions of this Agreement and the other Series Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent may reasonably request to evidence and give effect to the foregoing. At all times prior to a Conduit Purchaser’s Conduit Purchaser Termination Date, nothing herein shall prevent such Conduit Purchaser from making a subsequent Incremental Funding hereunder, in its sole discretion, following any assignment pursuant to this Section 11.04 or from making more than one assignment pursuant to this Section 11.04. (b) Without the consent of the Seller, each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement to any financial or other institution acceptable to the Administrative Agent. The parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Administrative Agent, and the Administrative Agent shall promptly notify the Seller of such assignment. From and after the effective date of such Assignment and Acceptance, the assigning Committed Purchaser shall be relieved of its obligations hereunder to the extent so assigned. (c) Any Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), ) participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the a Purchaser of participating interests to a Participant, the such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the such Purchaser shall remain solely responsible for the performance thereof, and the Issuer Seller, each Managing Agent and the Depositor Administrative Agent shall continue to deal solely and directly with the such Purchaser and shall have no obligations to deal with any Participant in connection with the such Purchaser’s rights and obligations under this Note Purchase Agreement. The Seller also agrees that each Participant shall be entitled to the benefits of Article IX hereof; provided, however, that all amounts payable by the Seller to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (cd) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes Series 2010-VFN Note shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerSeller, NFC, the Depositor Administrative Agent, the Managing Agents and the Purchaser Purchasers party this Agreement and their respective permitted successors and assigns (including any subsequent holders of the Purchased NotesSeries 2000-VFC Certificate); provided, however, except as provided in clause (d) below, neither that the Issuer nor Seller shall not have the Depositor shall have any right to assign their respective its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of each Managing Agent. The Administrative Agent agrees that it shall not transfer a Series 2000-VFC Certificate without the Seller’s consent, unless such transfer (x) is to a Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Amortization Period. Without limiting the foregoing, a Managing Agent on behalf of a Conduit Purchaser may, from time to time, with prior or concurrent notice to the Seller and the Servicer, in one transaction or a series of transactions, assign all or a portion of a Series 2000-VFC Certificate and its rights and obligations under this Agreement to a RIC or a Committed Purchaser within its Purchaser Group. Upon and to the extent of such assignment to a RIC or Committed Purchaser, (i) the RIC or Committed Purchaser shall be the owner of the assigned portion of the Series 2000-VFC Certificate, (ii) such Managing Agent (or an Affiliate thereof) will act as Managing Agent for the RIC or Committed Purchaser and the Administrative Agent shall act as Administrative Agent for the RIC or Committed Purchaser as well as for the assigning Conduit Purchaser, with all corresponding rights and powers, express or implied, granted herein to the Administrative Agent, (iii) the RIC or Committed Purchaser and their Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the right to assign to another RIC or Committed Purchaser as provided in this paragraph), (iv) the RIC or Committed Purchaser shall assume all obligations, if any, of the assigning Conduit Purchaser under and in connection with this Agreement, and the assigning Conduit Purchaser shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Purchaser (if any) and the RIC or Committed Purchaser shall be several and not joint, (v) all distributions in respect of principal or interest shall be made to the assigning Conduit Purchaser and the RIC or Committed Purchaser, on a pro rata basis according to their respective interests (or in the case of interest, the accrued amounts thereof), (vi) the Funding Rate used to calculate the interest with respect to the portions of the Series 2000-VFC Certificate owned on behalf of the RIC or Committed Purchaser and funded with commercial paper notes issued by the RIC from time to time shall be determined in the manner set forth in the definition of “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (rather than the assigning Conduit Purchaser), (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent may reasonably request to evidence and give effect to the foregoing. (b) The Without the consent of the Seller, each Committed Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell party to one or more Persons (each, a “Participant”), participating interests in this Agreement may assign all or a portion of its rights and obligations under this Note Purchase AgreementAgreement to any financial or other institution acceptable to the Administrative Agent. Notwithstanding any The parties to each such sale by assignment shall execute and deliver an Assignment and Acceptance to the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereofAdministrative Agent, and the Issuer Administrative Agent shall promptly notify the Seller of such assignment. From and after the Depositor effective date of such Assignment and Acceptance, the assigning Committed Purchaser shall continue to deal solely and directly with the Purchaser and shall have no be relieved of its obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect hereunder to the Purchased Notes shall have been paid in fullextent so assigned. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon the Originator, the Buyer and their respective successors and permitted assigns and shall inure to the benefit of the IssuerOriginator, the Depositor and the Purchaser Buyer, and their respective permitted successors and assigns (including any subsequent holders of the Purchased Notes); provided, however, except permitted assigns. Except as provided in clause (dSection 9.04(b) below, neither the Issuer Originator nor the Depositor shall have Buyer (nor the Servicer (except as expressly permitted pursuant to Section 6.01)) may assign any right to assign their respective of its rights and obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) other party hereto. The Purchaser may, in Originator further agrees to send to the ordinary course Program Agent copies of its business all notices and in accordance with reports required to be delivered to the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase AgreementBuyer hereunder. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable time, after the Termination Date until the Collection Date; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Purchased Notes Originator pursuant to Article IV and the indemnification and payment provisions of Article VIII and Section 9.06 shall have been paid in fullbe continuing and shall survive any termination of this Agreement. (db) The Purchaser may sell or Originator acknowledges that the Buyer will assign to the Purchased Note only with Trustee, for the prior consent benefit of the Loan Originator unless (i) such sale or assignment is to an Affiliate holders of the Purchaserdebt issued thereunder (pursuant to the Indenture), (ii) all of its rights, remedies, powers and privileges hereunder and that Trustee may further assign such sale or assignment occurs during rights, remedies, powers and privileges to the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained extent permitted in the Sale Indenture and Servicing Agreementthe other Facility Documents. In additionThe Originator agrees that the Trustee, as the Purchaser shall assignee of the Buyer, shall, subject to the terms of the Indenture and the other Facility Documents, have the right to sell or finance the Purchased Note pursuant enforce this Agreement and to a repurchase, financing or similar transaction without the consent exercise directly all of the Loan OriginatorBuyer's rights and remedies under this Agreement, and the Originator agrees to cooperate fully with the Trustee and the Servicer in the exercise of such rights and remedies.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the IssuerBorrower, the Depositor each LC Lender, each Lender and the Purchaser Administrative Agent and their respective permitted successors and assigns (including permitted assigns. The Borrower may not assign, transfer, hypothecate or otherwise convey any subsequent holders of its rights or obligations hereunder or interests herein without the express prior written consent of the Purchased NotesRequisite Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) Any pledge or assignment by a Lender of any portion of its rights and obligations hereunder shall (i) in the case of an assignment, require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.2(b), or otherwise in form and substance satisfactory to the Administrative Agent, acknowledged by the Administrative Agent, (ii) require the consent of (X) the Administrative Agent and each LC Lender (other than in the case of a pledge, provided that neither the pledge by a Lender nor the loss of such Lender’s interest hereunder as a result of the exercise of a remedy under the pledge shall relieve or release such Lender from any of its obligations under this Agreement) and (Y) unless a Termination Event is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed); provided, howeverthat assignments effected in accordance with subsection (c) below shall not be subject to the consent of the Borrower; (iii) if a partial assignment, except as provided be in clause (d) belowan amount at least equal to $10,000,000 and, neither after giving effect to any such partial assignment, the Issuer nor the Depositor assigning Lender shall have retained a Revolving Commitment in an amount at least equal to $10,000,000 and must constitute an assignment of an equal percentage of such assigning Lender’s Revolving Commitment, LC Participation Amount and Revolving Credit Advances, in each case at the time of such assignment; (iv) require the delivery to the Administrative Agent and the Borrower by the assignee of any right forms, certificates or other evidence described in Section 2.10; (v) other than in the case of an assignment by a Lender to assign their respective rights hereunder one of its Affiliates, include a payment to the Administrative Agent by the assignor or interest herein assignee Lender of an assignment fee of $3,500; and (vi) in the case of any pledge or assignment by operation of law or otherwisea Non-Funding Lender (including any Affiliate thereof) without shall require the prior written consent of the PurchaserAdministrative Agent. In the case of an assignment by a Lender under this Section 12.2, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Revolving Commitment or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any assignment made in accordance with this Section 12.2(b) will give rise to a direct obligation of the Borrower to the assignee and that the assignee shall thereupon be a “Lender” for all purposes. In all instances, each Lender’s obligation to make Revolving Credit Advances hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the Revolving Commitment. In the event any Lender assigns or otherwise transfers all or any part of a Note, the Borrower shall, upon the request of such Lender, execute one or more new Notes in exchange for the Notes being assigned. Notwithstanding the foregoing provisions of this Section 12.2(b), any Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the other Transaction Documents to any Federal Reserve Bank or to any holder or trustee of such Lender’s securities; provided, however, that no such pledge or assignment to any Federal Reserve Bank, holder or trustee shall release such Lender from such Lender’s obligations hereunder or under any other Transaction Document and no such holder or trustee shall be entitled to enforce any rights of such Lender hereunder unless such holder or trustee becomes a Lender hereunder through execution of an Assignment Agreement as set forth above. (bc) The Purchaser In addition to the foregoing right, any Lender may, in without consent from the ordinary course Borrower or the Administrative Agent, but with notice to the Administrative Agent and (unless a Termination Event has occurred and is continuing) the Borrower and the Servicer, (x) grant to an SPV the option to make all or any part of any Advance that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Advances pursuant thereto shall satisfy the obligation of such Lender to make such Advances hereunder); (y) assign to an SPV all or a portion of its business and in accordance with rights (but not its obligations) under the Basic Documents and applicable lawTransaction Documents, including applicable securities laws, at a sale of any time Advances or other Borrower Obligations hereunder and such Lender’s right to receive payment with respect to any such Borrower Obligation and (z) sell participations to one or more Persons (each, a “Participant”), participating interests in or to all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding the Transaction Documents, including all its rights and obligations with respect to the Advances (it being acknowledged and agreed that, as a condition to the effectiveness of any such sale, the applicable participant shall be required to deliver to the Administrative Agent and the Borrower any forms, certificates or other evidence described in Section 2.10); provided, however, that (w) no such grant, sale by or assignment shall relieve the Purchaser Lender of participating interests any of its obligations under this Agreement, (x) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable to any Person for any obligations of such Lender hereunder (it being understood that nothing in this Section 12.2(c) shall limit any rights such Lender may have as against such SPV or participant under the terms of the applicable option, sale or participation agreement between or among such parties); and (y) no such SPV or holder of any such participation shall be entitled to require such Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Advance in which such holder participates, (ii) any extension of any scheduled payment of the principal amount of any Advance in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Borrower Collateral (other than in accordance with the terms of this Agreement or the other Transaction Documents). Solely for purposes of Sections 2.8, 2.9, 2.11, 2.15 and 10.1, Borrower acknowledges and agrees that each such sale or participation shall give rise to a Participantdirect obligation of the Borrower to the participant or SPV and each such participant or SPV shall be considered to be a “Lender” for purposes of such sections; provided, however, that each of the Purchaserparticipant and SPV, as applicable, provides the Borrower the appropriate IRS withholding tax forms prior to the receipt of any payment hereunder claiming a full exemption from U.S. withholding tax; and provided, further, that no participant or SPV shall be entitled to receive any greater payment under Sections 2.8, 2.9, 2.11, 2.15 or 10.1 than the applicable Lender would have been entitled to receive if the sale or assignment to such participant or SPV had never occurred. Except as set forth in the preceding sentence, such Lender’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereofobligations, and the Issuer rights and obligations of the other Lenders and the Depositor Administrative Agent and the Borrower towards such Lender under any Transaction Document shall remain unchanged and none of the Borrower, the Administrative Agent or any Lender (other than the Lender selling a participation or assignment to an SPV) shall have any duty to any participant or SPV and may continue to deal solely and directly with the Purchaser assigning or selling Lender as if no such assignment or sale had occurred. Each Lender that sells a participation, acting solely for this purpose as an agent of the Borrower, shall maintain a register on which it enters the name and shall have no obligations to deal with any Participant address of each participant and the principal amounts (and stated interest) of each participant’s interest in connection with the Purchaser’s rights and Advances or other obligations under this Note Purchase Agreement. Agreement (c) This Note Purchase Agreement the “Participant Register”); provided that no Lender shall create and constitute the continuing have any obligation to disclose all or any portion of the parties hereto Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in accordance with any Advance, LC Participation, Swing Line Participation, Letter of Credit or its termsother obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Advance, LC Participation, Swing Line Participation, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, the Borrower and the Administrative Agent shall remain treat each person whose name is recorded in full force and effect until such time as all amounts payable with respect the Participant Register pursuant to the Purchased Notes shall have been paid in fullterms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. (d) The Purchaser may sell Except as expressly provided in this Section 12.2, no Lender shall, as between the Borrower and that Lender, or assign between the Purchased Note only with the prior consent Administrative Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loan Originator unless Advances, the LC Participation Amount, the Notes or other Borrower Obligations owed to such Lender. (ie) The Borrower shall assist any Lender permitted to sell assignments or participations under this Section 12.2 as reasonably required to enable the assigning or selling Lender to effect any such sale assignment or assignment is to participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be reasonably requested and the participation of management in meetings with potential assignees or participants. The Borrower shall, if the Administrative Agent so requests in connection with an Affiliate initial syndication of the PurchaserRevolving Commitments hereunder, assist in the preparation of informational materials for such syndication. (iif) A Lender may furnish any information concerning the Borrower, any Seller, the Servicer, the Parent, the Originator and/or the Receivables in the possession of such sale Lender from time to time to assignees and participants (including prospective assignees and participants). Each Lender shall obtain from all prospective and actual assignees or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty participants confidentiality covenants substantially equivalent to those contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan OriginatorSection 12.5.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall become effective when it shall have been executed by the Initial Originator, the Originator Agent, the Collection Agent, EFH Corp. and the Buyer, and thereafter shall be binding upon and inure to the benefit of the IssuerInitial Originator, the Depositor Originator Agent, any Additional Originator (upon its execution and delivery of an Additional Originator Supplement Agreement), the Purchaser Collection Agent, EFH Corp., the Buyer and their respective permitted successors and assigns (including any subsequent holders each other Indemnified Party, except that each of the Purchased Notes); providedOriginators, howeverthe Originator Agent, except as provided in clause (d) below, neither the Issuer nor Collection Agent and EFH Corp. shall not have the Depositor shall have any right to assign their respective its rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser. (b) The Purchaser may, in the ordinary course of its business Buyer and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereofeach Administrative Agent, and the Issuer Buyer shall not have the right to assign its rights or obligations hereunder or any interest herein other than to the First Lien Agent pursuant to the First Lien Receivables Financing Agreement and, on or after the Second Lien Effective Date, to the Second Lien Agent pursuant to the Second Lien Loan Documents, without the prior written consent of each Originator, the Originator Agent, the Collection Agent, EFH Corp. and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) each Administrative Agent. This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the later of the Termination Date and the date on which (x) the Facility Principal shall have been reduced to zero and all other amounts payable with respect due to the Purchased Notes First Lien Agent, the Group Managing Agents, the Banks and the Investors under the First Lien Loan Documents shall have been paid in full. and (dy) The Purchaser may sell or assign after the Purchased Note only with Second Lien Effective Date, the prior consent of date following the Loan Originator unless (i) such sale or assignment is to an Affiliate of Maturity Date upon which no principal shall be outstanding and no other amounts are payable by the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event Buyer under the Sale Second Lien Loan Documents; provided, however, that rights and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a remedies with respect to any breach of any representation or and warranty contained in the Sale and Servicing Agreement. In additionmade by an Originator, the Purchaser shall have the right to sell Collection Agent or finance the Purchased Note EFH Corp. pursuant to a repurchaseArticle IV, financing or similar transaction without the consent indemnification provisions of the Loan OriginatorArticle VII and Sections 8.04 and 8.05 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the each Purchaser and their respective permitted successors and assigns (including any subsequent holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Issuer nor the Depositor shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the PurchaserPurchasers. (b) The Each Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the such Purchaser of participating interests to a Participant, the such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the such Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the such Purchaser and shall have no obligations to deal with any Participant in connection with the such Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser Each Group Noteholder may sell or assign the Purchased its Note or its right and obligations hereunder and thereunder, including its outstanding Note Principal Balance, only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of such Purchaser or another member of its Ownership Group or to another Conduit Purchaser of the Purchasersame rating at the time of such transfer sponsored or administered by such Group Noteholder or any of its Affiliates, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the a Purchaser shall have the right to sell or finance the Purchased Note pursuant to a repurchase, financing or similar transaction without the consent of the Loan Originator.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer, the Depositor and the Purchaser each party hereto and their respective permitted successors and assigns (including any subsequent holders Holders of the Purchased Notes); provided, however, except as provided in clause (d) below, neither the Contributor or the Issuer nor the Depositor shall have any the right to assign their respective its rights or any claims hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser). (b) Each Financial Institution may at any time and from time to time assign to one or more Persons (each a "Purchasing Financial Institution") all or any part of its rights and obligations under this Agreement and the related Liquidity Agreement pursuant to an assignment agreement, in form and substance satisfactory to the Lender Group Agents (the "Assignment Agreement), executed by such Purchasing Financial Institution and such selling Financial Institution, provided, however, that, prior to the occurrence of a Termination Event or a downgrade of the credit rating of any CP Issuing Purchaser's Commercial Paper in effect on the Initial Funding Date, the Contributor shall have consented (which consent may not be unreasonably withheld or delayed) to any assignments to Purchasing Financial Institutions other than Lender Group affiliates. Upon delivery of the executed Assignment Agreement to the Administrative Agent, such selling Financing Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Issuer, the Contributor, any Purchaser, the Purchasing Financial Institution or the Agents shall be required. (c) The Purchaser Initial Purchasers and the Financial Institutions may, in the ordinary course of its their respective business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “"Participant”"), participating interests in all or a portion of its their respective rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the any Purchaser or Financial Institution of participating interests to a Participant, the Purchaser’s such person's rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser Purchasers and the Financial Institutions shall remain solely responsible for the performance thereof, and the Issuer and the Depositor Contributor shall continue to deal solely and directly with the Purchaser Purchasers and shall have no obligations to deal with any Participant the Financial Institutions in connection with the Purchaser’s Purchasers' and the Financial Institutions' rights and obligations under this Note Purchase Agreement. Each of the Issuer and the Contributor also agrees that each Participant shall be entitled to the benefits of Article VIII hereof; provided, however, that all amounts payable by the Contributor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser or the Financial Institutions selling such participating interest had such interest not been sold. (cd) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time (i) as all amounts payable with respect to the Purchased Notes shall have been indefeasibly paid in full and (ii) all amounts owed to the Agents, the Purchasers and the Financial Institutions under this Agreement, the Indenture and each other Transaction Document shall have been indefeasibly paid in full. (d) The Purchaser may sell or assign ; provided, however, that the Purchased Note only rights and remedies with respect to any breach of representations and warranties made by the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or (iii) the Depositor Issuer or the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note Contributor pursuant to a repurchaseArticle V hereof and the rights, financing or similar transaction without the consent remedies and provisions of the Loan OriginatorSections 2.04, 2.05, 7.01, 7.02, Article VIII, and Sections 9.06, 9.11, 9.12 and 9.13 shall be continuing and survive any termination of this Agreement.